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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X
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*
WestRiver Management, LLC

(Last) (First) (Middle)
920 5TH AVE, STE 3450

(Street)
SEATTLE WA 98104

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
CALLAWAY GOLF CO [ ELY ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
03/16/2021
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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 03/16/2021 J(1) 1,746,143 D $0.00 13,002,342 I By TGP Investors, LLC(2)
Common Stock 03/16/2021 J(1) 1,061,962 D $0.00 4,989,377 I By TGP Investors II, LLC(2)
Common Stock 37,405 I By TGP Advisors, LLC(2)
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
1. Name and Address of Reporting Person*
WestRiver Management, LLC

(Last) (First) (Middle)
920 5TH AVE, STE 3450

(Street)
SEATTLE WA 98104

(City) (State) (Zip)
1. Name and Address of Reporting Person*
TGP Advisors, LLC

(Last) (First) (Middle)
920 5TH AVE, STE 3450

(Street)
SEATTLE WA 98104

(City) (State) (Zip)
1. Name and Address of Reporting Person*
TGP Manager, LLC

(Last) (First) (Middle)
920 5TH AVE, STE 3450

(Street)
SEATTLE WA 98104

(City) (State) (Zip)
1. Name and Address of Reporting Person*
TGP INVESTORS, LLC

(Last) (First) (Middle)
920 5TH AVE, STE 3450

(Street)
SEATTLE WA 98104

(City) (State) (Zip)
1. Name and Address of Reporting Person*
TGP INVESTORS II, LLC

(Last) (First) (Middle)
920 5TH AVE, STE 3450

(Street)
SEATTLE WA 98104

(City) (State) (Zip)
Explanation of Responses:
1. Represents a pro-rata distribution in kind of shares of the Issuer's common stock held of record by TGP Investors, LLC and TGP Investors II, LLC to their respective members for no consideration pursuant to such entities' organizational documents.
2. WestRiver Management, LLC is the sole managing member of TGP Advisors, LLC and TGP Manager, LLC. TGP Manager, LLC is the sole managing member of TGP Investors, LLC ("TGP") and TGP Investors II, LLC ("TGP II") and in such capacity is responsible for voting decisions with respect to certain matters regarding the Issuer's securities held by TGP and TGP II. Erik Anderson is the sole member of WestRiver Management, LLC. As a result, each of the Reporting Persons may be deemed to beneficially own the securities held of record by TGP Advisors, LLC, TGP and TGP II. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein.
Remarks:
Erik J Anderson has separately filed a Form 4 with respect to the securities reported herein
WestRiver Management, LLC, By: /s/ Erik J. Anderson, Manager 03/18/2021
TGP Advisors, LLC, By: WestRiver Management, LLC, its sole managing member, By: /s/ Erik J. Anderson, Manager 03/18/2021
TGP Manager, LLC, By: WestRiver Management, LLC, its sole managing member, By: /s/ Erik J. Anderson, Manager 03/18/2021
TGP Investors, LLC, By: TGP Manager, LLC, its sole managing member, By: WestRiver Management, LLC, its sole managing member, By: /s/ Erik J. Anderson, Manager 03/18/2021
TGP Investors II, LLC, By: TGP Manager, LLC, its sole managing member, By: WestRiver Management, LLC, its sole managing member, By: /s/ Erik J. Anderson, Manager 03/18/2021
** 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).
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