L Richard Flury Form 4 CALLON PETROLEUM / L RICHARD FLURY ownership change

SEC Form 4

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^*

FLURY L RICHARD

(Last)

(First)

(Middle)

1401 ENCLAVE PARKWAY

SUITE 600

(Street)

HOUSTON

77077

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
CALLON PETROLEUM CO [ CPE ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
05/09/2019

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock								30,000	I	Joint Tenant with Spouse
Common Stock								132,999	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
2019 RSU - Stock⁽¹⁾	⁽²⁾	05/09/2019		A		20,370		⁽¹⁾⁽³⁾	⁽¹⁾⁽³⁾	Common Stock	20,370	$0	20,370	D
Phantom Stock Units⁽⁴⁾⁽⁵⁾	⁽²⁾⁽⁵⁾	05/09/2019		A		24,691⁽⁵⁾		⁽³⁾⁽⁴⁾	⁽³⁾⁽⁴⁾	Common Stock	24,691⁽⁵⁾	$0	112,046	D
2018 RSU - Stock⁽⁶⁾	⁽²⁾	05/09/2019		M			11,652	⁽³⁾⁽⁶⁾	⁽³⁾⁽⁶⁾	Common Stock	11,652	$0	0	D
Phantom Stock Units.⁽³⁾	⁽²⁾	05/09/2019		M		11,652		⁽³⁾	⁽³⁾	Common Stock	11,652	$0	123,698	D
2017 RSU - Stock⁽⁷⁾	⁽²⁾	05/10/2019		M			3,707	⁽³⁾⁽⁷⁾	⁽³⁾⁽⁷⁾	Common Stock	3,707	$0	3,706	D
Phantom Stock Units.⁽³⁾	⁽²⁾	05/10/2019		M		3,707		⁽³⁾	⁽³⁾	Common Stock	3,707	$0	127,405	D
2016 RSU - Stock⁽⁸⁾	⁽²⁾	05/12/2019		M			4,109	⁽³⁾⁽⁸⁾	⁽³⁾⁽⁸⁾	Common Stock	4,109	$0	0	D
Phantom Stock Units.⁽³⁾	⁽²⁾	05/12/2019		M		4,109		⁽³⁾	⁽³⁾	Common Stock	4,109	$0	131,514	D

Explanation of Responses:

1. On May 9, 2019, the reporting person was granted 20,370 RSUs. The award terms specify cliff vesting on the one year anniversary date following the grant date, or the date of the Company's 2020 Annual Shareholders Meeting, whichever should occur first. The reporting person elected that upon vesting these RSUs convert into Phantom Stock Units payable upon retirement.

2. Each Phantom Stock Unit is the economic equivalent of one share of CPE Common Stock.

3. The Phantom Stock Units will be paid upon the Director's retirement from the Company's Board of Directors pursuant to the Plan. The reporting person has elected to have his Phantom Stock Units distributed in cash.

4. The reporting person elected to defer his 2019 director retainer and Chairman's fees pursuant to the Company's Deferred Compensation Plan for Outside Directors (the "Plan"). Under the Plan, all deferrals are converted to CPE Phantom Stock Units. Each Phantom Stock Unit is the economic equivalent of one share of CPE Common Stock.

5. The number of Phantom Stock Units issued is the amount of cash compensation deferred divided by the closing price of CPE on the grant date, which was $8.10 on May 9, 2019.

6. On May 10, 2018, the reporting person was granted 11,652 Restricted Stock Units ("RSUs") that cliff vested on the date of the 2019 Annual Shareholders Meeting of the Company which was held on May 9, 2019. The reporting person elected that upon vesting these RSUs convert into Phantom Stock Units payable upon retirement.

7. On May 10, 2017, the reporting person was granted 11,120 RSUs with one-third vesting on each anniversary date following the grant date. The first tranche vested on May 10, 2018. The second tranche vested on May 10, 2019. The third and final tranche will vest on May 10, 2020. The reporting person elected that upon vesting these RSUs convert into Phantom Stock Units payable upon retirement.

8. On May 12, 2016, the reporting person was granted 12,329 RSUs with one-third vesting on each anniversary date following the grant date. The first tranche vested on May 12, 2017. The second tranche vested on May 12, 2018. The third and final tranche vested on May 12, 2019. The reporting person elected that upon vesting these RSUs convert into Phantom Stock Units payable upon retirement.

Remarks:

	L. Richard Flury, by Stacy E. Skelton, as Attorney-in-Fact	05/13/2019
	** 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).
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L Richard Flury Form 4CALLON PETROLEUM / L RICHARD FLURY ownership change