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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
| 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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| 2012 Restricted Stock Units - Cash | $ 5.09 | 05/08/2015 | 05/08/2015 | Common Stock | 26,690 | 26,690 | D | ||||||||
| 2012 Restricted Stock Units - Stock | $ 5.09 | 05/08/2015 | 05/01/2015 | Common Stock | 151,246 | 151,246 | D | ||||||||
| Stock Option (Right to Buy) | $ 3.7 | 08/21/2012 | C | 12,625 | 02/24/2003 | 08/23/2012 | Common Stock | 12,625 | $ 5.53 | 0 | D | ||||
| 2010 Phantom Shares (2) | $ 4.95 | 11/08/2010 | 12/31/2012 | Common Stock | 62,500 | 62,500 | D | ||||||||
| 2010 Restricted Stock Units - Cash (3) | $ 4.95 | 11/08/2010 | 05/07/2013 | Common Stock | 18,750 | 18,750 | D | ||||||||
| 2010 Restricted Stock Units - Stock (4) | $ 4.95 | 11/08/2010 | 05/07/2013 | Common Stock | 106,250 | 106,250 | D | ||||||||
| 2011 Phantom Shares (5) | $ 7.01 | 05/12/2012 | 12/31/2013 | Common Stock | 55,000 | 55,000 | D | ||||||||
| 2011 Restricted Stock Units - Cash (6) | $ 7.01 | 05/12/2012 | 05/12/2014 | Common Stock | 16,500 | 16,500 | D | ||||||||
| 2011 Restricted Stock Units - Stock (7) | $ 7.01 | 05/12/2012 | 05/12/2014 | Common Stock | 93,500 | 93,500 | D | ||||||||
| 2012 Phantom Shares (8) | $ 5.09 | 12/31/2014 | 12/31/2014 | Common Stock | 177,936 | 177,936 | D | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| CALLON FRED L 200 NORTH CANAL STREET NATCHEZ, MS 391203212 |
X | Chairman, President, CEO | ||
| By: Clay V. Bland as Attorney-in-fact for | 08/23/2012 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | The number of shares reported are held within the individual's 401(k) account and are invested in the Callon Petroleum Company Employee Savings and Protection Plan. The share count reported is obtained from the financial institution responible for the plan administration, and has been adjusted for shares acquired or sold within the plan since the reporting individual's last Form 4 filing. |
| (2) | This Phantom Share award is subject to vesting on December 31, 2012 and is payable in cash rather than stock. In addition, the award is subject to a variable percentage payout based on a performance criteria related to the Total Shareholder Return of the Company compared to a group of peer companies. Therefore this award can range from 0% to as much as 150% of its original value at the vesting date. |
| (3) | Restricted Stock Units will vest on the third anniversary date following the grant date. Payment will be made in cash based on the average of the opening and closing market price of the underlying common stock of the issuer on the date of vesting. |
| (4) | Restricted Stock Units will vest on the third anniversary date following the grant date. Payment will be made in shares of common stock of the issuer based on the average of the opening and closing market price of the underlying common stock on the date of vesting. |
| (5) | This Phantom Share award is subject to vesting on December 31, 2013 and is payable in cash rather than stock. In addition, the award is subject to a variable percentage payout based on a performance criteria related to the Total Shareholder Return of the Company compared to a group of peer companies. Therefore this award can range from 0% to as much as 150% of its original value at the vesting date. |
| (6) | Restricted Stock Units will vest on the third anniversary date following the grant date. Payment will be made in cash based on the average of the opening and closing market price of the underlying common stock on the date of vesting. |
| (7) | Restricted Stock Units will vest on the third anniversary date following the grant date. Payment will be made in shares of common stock of the issuer based on the average of the opening and closing market price of the underlying common stock on the date of vesting. |
| (8) | This Phantom Share award is subject to vesting on December 31, 2014 and is payable in cash rather than stock. In addition, the award is subject to a variable percentage payout based on a performance criteria related to the Total Shareholder Return of the Company compared to a group of peer companies. Therefore this award can range from 0% to as much as 150% of its original value at the vesting date. |