| FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Callon Petroleum Co [ CPE ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 04/01/2021 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 57 | I | 401(k) Account | |||||||
| Common Stock | 04/01/2021 | M | 2,857(1) | A | (2) | 12,033 | D | |||
| Common Stock | 04/01/2021 | F | 1,125(3)(4) | D | $40.7(4) | 10,908 | D | |||
| Common Stock | 04/01/2021 | M | 7,360(1) | A | (2) | 18,268 | D | |||
| Common Stock | 04/01/2021 | F | 2,897(3)(4) | D | $40.7(4) | 15,371 | D | |||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 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: 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 | ||||||||
| 2019 RSU - Stock(5) | (2) | 04/01/2021 | M | 2,857 | (5) | (5) | Common Stock | 2,857 | (2) | 2,856 | D | ||||
| 2020 RSU - Stock(6) | (2) | 04/01/2021 | M | 7,360 | (6) | (6) | Common Stock | 7,360 | (2) | 14,718 | D | ||||
| Explanation of Responses: |
| 1. Reflects the 1-for-10 reverse split of the common stock, par value $0.01, of Callon Petroleum Company, effective August 7, 2020. |
| 2. Restricted Stock Units ("RSUs") convert into Common Stock on a one-for-one basis. |
| 3. Payment of tax liability by withholding Common Stock incident to vesting of Restricted Stock Unit award issued in accordance with Rule 16b-3. |
| 4. Pursuant to the Company's 2018 Onmibus Incentive Plan, each RSU is the economic equivalent of one share of CPE Common Stock at its closing price on the vesting date. If the vesting date should fall on a weekend or holiday, the preceding business day's closing price is used. |
| 5. On January 31, 2019, the reporting person was granted 8,570 RSUs (adjusted to reflect the 1-for-10 reverse stock split of common stock described in Footnote 1) subject to three-year ratable vesting with one-third vesting each year subsequent to the award year. The first tranche vested on April 1, 2020. The second tranche vested on April 1, 2021. The third and final tranche will vest on April 1, 2022. |
| 6. On January 31, 2020, the reporting person was granted 22,078 RSUs (adjusted to reflect the 1-for-10 reverse stock split of common stock described in Footnote 1) subject to three-year ratable vesting with one-third vesting each year subsequent to the award year. The first tranche vested on April 1, 2021. The second tranche will vest on April 1, 2022. The third and final tranche will vest on April 1, 2023. |
| Remarks: |
| /s/ James P. Ulm, II, by Diana L. Denton, Attorney-in-Fact | 04/12/2021 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| 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 Number. | ||
