Statement of Changes in Beneficial Ownership (4)
June 09 2020 - 4:56PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
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WEBSTER STEVEN A |
2. Issuer Name and Ticker or Trading Symbol
Callon Petroleum Co
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CPE
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
2000 W. SAM HOUSTON PKWY. S., SUITE 2000 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
6/8/2020 |
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(Street)
HOUSTON, TX 77042
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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| Common Stock | | | | | | | | 5344924 | D | |
| Common Stock | | | | | | | | 645000 | I | by wife |
| Common Stock | | | | | | | | 1493750 | I | by San Felipe Resources Company (1) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. Code
(Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4) | 8. Price of Derivative Security
(Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
| 2020 RSU - Stock (2) | (3) | 6/8/2020 | | A | | 20370 | | (4) | (4) | Common Stock | 20370.0 | $0 | 20370 | D | |
| Phantom Stock Units (4)(5) | (5)(6) | 6/8/2020 | | A | | 43157 (5) | | (7) | (7) | Common Stock | 43157.0 (5) | $0 | 48023 | D | |
| Explanation of Responses: |
| (1) | Shares owned by San Felipe Resources Company, a partnership in which the reporting person has a 100% pecuniary interest in which the reporting person and his spouse are the general partners. |
| (2) | On June 8, 2020 the reporting person was granted 20,370 restricted stock units ("RSUs"). The RSUs vest in full on the earlier of (i) the anniversary of the grant date and (ii) the date of CPE's 2021 Annual Shareholders Meeting. |
| (3) | Restricted stock units convert into common stock on a one-for-one basis |
| (4) | The reporting person elected to defer his cash compensation for 2020 pursuant to CPE's Deferred Compensation Plan for Outside Directors (the "Plan"). Cash compensation for 2020 includes the director's annual retainer as well as cash paid in lieu of equity as a result of the decision by CPE's Board of Directors to limit the issuance of shares to directors in 2020 due to the recent low trading prices of CPE. Under the Plan, all deferrals are converted to CPE Phantom Stock Units. |
| (5) | The number of Phantom Stock Units issued is the amount of cash compensation deferred divided by the closing price of CPE common stock on the grant date, which was $2.51 on June 8, 2020. |
| (6) | Each Phantom Stock Unit is the economic equivalent of one share of CPE Common Stock. |
| (7) | The Phantom Stock Units will be paid upon the reporting person's retirement from CPE's Board of Directors pursuant to the Plan. The reporting person has elected to have his Phantom Stock Units distributed in shares of CPE Common Stock. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
WEBSTER STEVEN A
2000 W. SAM HOUSTON PKWY. S.
SUITE 2000
HOUSTON, TX 77042 | X |
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Signatures
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| /s/ Steven A. Webster, by Diana L. Denton, Attorney-in-Fact | | 6/9/2020 |
| **Signature of Reporting Person | Date |
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