Callon Petroleum (CPE) Form 3 CALLON PETROLEUM / JERRY A WEANT ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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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1. Name and Address of Reporting Person^*

WEANT JERRY A

(Last) (First) (Middle)

200 NORTH CANAL STREET

(Street)

NATCHEZ MS 39120

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/14/2015

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

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Vice President of Land

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	15,017	D
Common Stock	2,581	I	401(k) Account

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
2013 RSU - Stock (Inducement Award)(1)	07/01/2014	07/01/2016	Common Stock	66,666	0	D
2014 RSU - Stock(2)	05/14/2017	05/14/2017	Common Stock	5,598	0	D
2014 Phantom Units(2)(3)	05/14/2017	05/14/2017	Common Stock	988	0	D
2014 Phantom Units - Performance Based(3)(4)	12/31/2016	12/31/2016	Common Stock	9,880	0	D
2015 RSU - Stock(2)	05/15/2018	05/15/2018	Common Stock	12,424	0	D
2015 Phantom Units(2)(3)	05/15/2018	05/15/2018	Common Stock	2,192	0	D
2015 Performance Based Units - 50% Stock/50% Cash(5)	12/31/2017	12/31/2017	Common Stock	21,925	0	D

Explanation of Responses:

1. These units/shares are subject to three-year ratable vesting with one-third vesting on each anniversary date following the grant date.

2. The award terms specify cliff vesting three years from the date of the award.

3. The terms of this Phantom Unit award specify payment in cash rather than in common shares.

4. This Phantom Unit award is 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 can range from 0% to as much as 200%.

5. This Performance Based Unit award is 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 can range from 0% to as much as 200%. The award terms also specify that upon vesting 50% of the vested units will be payable in common shares and 50% will be payable in cash.

	Clay V. Bland as Attorney-in-fact	05/21/2015
	** 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 5 (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.
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