Edgar Filing: Lynch Brian P.

Ownership Submission

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, 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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Â Lynch Brian P.

2. Date of Event Requiring Statement (Month/Day/Year)
06/01/2012

3. Issuer Name and Ticker or Trading Symbol
CALLAWAY GOLF CO [ELY]

(Last)

(First)

(Middle)

2180 RUTHERFORD ROAD

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

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
SVP, G.C. & Corp Secretary

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

(Street)

CARLSBAD,Â CAÂ 92008

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

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	2,530	D	Â

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Non-Qualified Stock Option (right to buy)	01/18/2008⁽¹⁾	01/18/2015	Common Stock	3,333	$ 12.94	D	Â
Non-Qualified Stock Option (right to buy)	01/27/2009⁽¹⁾	01/27/2016	Common Stock	4,751	$ 15.04	D	Â
Non-Qualified Stock Option (right to buy)	01/16/2010⁽¹⁾	01/16/2017	Common Stock	6,487	$ 14.37	D	Â
Non-Qualified Stock Option (right to buy)	01/14/2011⁽¹⁾	01/14/2018	Common Stock	6,277	$ 14.92	D	Â
Non-Qualified Stock Option (right to buy)	01/29/2012⁽¹⁾	01/29/2019	Common Stock	28,142	$ 7.85	D	Â
Non-Qualified Stock Option (right to buy)	Â ⁽²⁾	01/28/2020	Common Stock	11,729	$ 7.53	D	Â
Non-Qualified Stock Option (right to buy)	Â ⁽³⁾	01/27/2021	Common Stock	17,005	$ 7.51	D	Â
Stock Appreciation Rights (SARs)	Â ⁽⁴⁾	01/27/2017	Common Stock	31,368	$ 6.69	D	Â
Restricted Stock Units	Â ⁽⁵⁾	Â ⁽⁵⁾	Common Stock	4,485.4	$ 0 ⁽⁶⁾	D	Â
Phantom Stock Units	Â ⁽⁷⁾	Â ⁽⁷⁾	Common Stock	21,170	$ 0 ⁽⁸⁾	D	Â

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Lynch Brian P. 2180 RUTHERFORD ROAD CARLSBAD,Â CAÂ 92008	Â	Â	Â SVP, G.C. & Corp Secretary	Â

Signatures

/s/ Brian P. Lynch		06/01/2012
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	The option became exercisable on the date set forth above under "Date Exercisable".
(2)	This stock option became exercisable or will become exercisable as follows: 3,910 shares on 01/28/2011; 3,910 shares on 01/28/2012; and 3,909 shares on 01/28/2013.
(3)	This stock option became exercisable or will become exercisable as follows: 5,669 shares on 01/27/2012; 5,668 shares on 01/27/2013; and 5,668 shares on 01/27/2014.
(4)	These Stock Appreciation Rights are scheduled to vest as follows: 10,456 shares on 01/27/2013; 10,456 shares on 01/27/2014; and 10,456 shares vest on 01/27/2015.
(5)	The restricted stock units are scheduled to vest on 01/28/2013.
(6)	Each restricted stock unit represents a contingent right to receive one share of common stock upon vesting.
(7)	The Phantom Stock Units are scheduled to vest as follows: 9,530 units on 12/29/2012; 6,658 units on 01/27/2014; and 4,982 units on 01/27/2015.
(8)	Upon vesting, the recipient is entitled to a cash payment for each unit equal to the value on the vesting date of one share of the Company's Common Stock.

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