Director Ogunlesi Adebayo O. bought $3,055,995 worth of shares (461,583 units at $6.62) (SEC Form 4)
$MODG
Recreational Games/Products/Toys
Consumer Discretionary
| 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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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Topgolf Callaway Brands Corp. [ MODG ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 06/06/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 06/06/2025 | P | 384,731 | A | $6.4848(1) | 768,432 | I | Held with Spouse in JTWROS | ||
| Common Stock | 06/09/2025 | P | 38,070 | A | $7.0082(2) | 806,502 | I | Held with Spouse in JTWROS | ||
| Common Stock | 06/10/2025 | P | 38,782 | A | $7.5883(3) | 845,284 | I | Held with Spouse in JTWROS | ||
| Common Stock | 127,921 | D | ||||||||
| Common Stock | 100,000 | I | By Raynham I LLC(4) | |||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Explanation of Responses: |
| 1. This transaction was executed in multiple trades at prices ranging from $6.39 -$6.60 per share. The price reported above reflects the weighted average sale price for the entire number of shares purchased. Information on the exact number of shares purchased at each sale price can be obtained from the Issuer upon request. |
| 2. This transaction was executed in multiple trades at prices ranging from $6.915 -7.10 per share. The price reported above reflects the weighted average sale price for the entire number of shares purchased. Information on the exact number of shares purchased at each sale price can be obtained from the Issuer upon request. |
| 3. This transaction was executed in multiple trades at prices ranging from $7.47 -7.60 per share. The price reported above reflects the weighted average sale price for the entire number of shares purchased. Information on the exact number of shares purchased at each sale price can be obtained from the Issuer upon request. |
| 4. Represents shares of common stock held by Raynham I LLC. The Reporting Person and his spouse are the sole member of Raynham I LLC. |
| Remarks: |
| /s/ Clinton Foss Attorney-in-Fact for Adebayo O. Ogunlesi under a Limited Power of Attorney dated December 13, 2023. | 06/10/2025 | |
| ** 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. | ||