SEC Form 4
Washington, D.C. 20549


Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
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*

(Last) (First) (Middle)
SUITE 2000


(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)
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)
Code V Amount (A) or (D) Price
Common Stock 840,652 D
Common Stock 700,000 I by Family Limited Partnership
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
2020 RSU - Stock(1) (2) 06/08/2020 A 20,370 (1) (1) Common Stock 20,370 $0 20,370 D
Phantom Stock Units(3)(4) (4)(5) 06/08/2020 A 43,157(4) (6) (6) Common Stock 43,157(4) $0 48,023 D
Explanation of Responses:
1. 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.
2. Restricted stock units convert into common stock on a one-for-one basis.
3. 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.
4. 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.
5. Each Phantom Stock Unit is the economic equivalent of one share of CPE Common Stock.
6. 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 cash.
/s/ S.P. Johnson, IV, by Diana L. Denton, Attorney-in-Fact 06/09/2020
** 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.