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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction 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 (Month/Day/Year) |
7. Title and Amount of Underlying Securities (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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
2019 Performance Units - 50% Stock/50% Cash (7) (8) | (1) | 12/31/2021 | M | 3,209 | 12/31/2021 | 12/31/2021 | Common Stock | 3,209.00 | (1) | 0 | D | ||||
2019 Performance Units - 50% Stock/50% Cash (7) (9) | (2) | 12/31/2021 | M | 3,209 | 12/31/2021 | 12/31/2021 | Common Stock | 3,209.00 | (2) | 0 | D | ||||
2019 RSU - Stock (Inducement Award) (10) | (11) | 01/01/2022 | M | 3,000 | (10) | (10) | Common Stock | 3,000.00 | (11) | 0 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Balmer Jeffrey S 2000 W. SAM HOUSTON PKWY. S. SUITE 2000 HOUSTON, TX 77042 |
Senior VP and COO |
/s/ Jeffrey S. Balmer, by Leisa Munoz, Attorney-in-Fact | 01/04/2022 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | Per the terms of the applicable award agreement, each Performance Unit paid in cash is valued at the average of the 20-day closing price of one share of Callon Petroleum Company's common stock as of the vesting date. |
(2) | Each Performance Unit paid in stock is the equivalent of one share of Callon Petroleum Company's common stock. |
(3) | Payment of tax liability by withholding common stock incident to vesting of Performance Unit award issued in accordance with Rule 16b-3. |
(4) | Restricted Stock Units ("RSUs") convert into common stock on a one-for-one basis. |
(5) | Payment of tax liability by withholding common stock incident to vesting of RSU award issued in accordance with Rule 16b-3. |
(6) | Each RSU is the economic equivalent of one share of Callon Petroleum Company's common stock at its closing price on the vesting date, or the preceding business day's closing price if the vesting date shouldfall on a weekend or holiday. |
(7) | This Performance Unit award was subject to a variable number of units vesting based on a performance criteria related to the total shareholder return of the Company compared to a group of peer companies. The number of units subject to vest under this award ranged from 0% to 200%. On the vesting date, this Performance Unit award vested at the 50% level. |
(8) | The terms of this Performance Unit Award specify payment in cash. |
(9) | The terms of this Performance Unit Award specify payment in stock. |
(10) | The RSU award is subject to three-year ratable vesting with one-third vesting each year subsequent to the award year. The first tranche vested on January 1, 2020. The second tranche vested on January 1, 2021. The third and final tranche vested on January 1, 2022. |
(11) | Each RSU is the economic equivalent of one share of Callon Petroleum Company's common stock. |
Remarks: Exhibit List: Exhibit 24 - Power of Attorney |