SEC FORM 4

SEC FORM 4 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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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^*

WEBSTER STEVEN A

(Last)

(First)

(Middle)

2000 W. SAM HOUSTON PKWY. S.

SUITE 2000

(Street)

HOUSTON

77042

(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)
04/26/2023

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

Rule 10b5-1(c) Transaction Indication

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock								64,500	I	by wife
Common Stock								149,375	I	by San Felipe Resources Company
Common Stock	04/26/2023		M		3,055	A	$0⁽¹⁾	542,824	D

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
2022 RSU - Stock⁽²⁾	⁽¹⁾	04/26/2023		M			3,055	⁽²⁾	⁽²⁾	Common Stock	3,055	⁽¹⁾	0	D
2023 RSU - Stock⁽³⁾	⁽⁴⁾	04/26/2023		A		4,666		⁽³⁾	⁽³⁾	Common Stock	4,666	⁽⁴⁾	4,666	D
Phantom Stock Units⁽⁵⁾⁽⁶⁾	⁽⁶⁾⁽⁷⁾	04/26/2023		A		2,988		⁽⁸⁾	⁽⁸⁾	Common Stock	2,988	⁽⁷⁾	16,180	D

Explanation of Responses:

1. Restricted stock units ("RSUs") convert into common stock on a one-for-one basis.

2. On May 25, 2022, the reporting person was granted 3,055 RSUs that vested in full on the earlier of (i) the first anniversary of the grant date or (ii) the date of the Company's 2023 Annual Meeting of Shareholders. The Company's 2023 Annual Meeting of Shareholders was held on April 26, 2023.

3. On April 26, 2023, the reporting person was granted 4,666 RSUs. The RSUs will vest in full on the earlier of (i) the first anniversary of the grant date or (ii) the date of the Company's 2024 Annual Meeting of Shareholders. The reporting person elected that upon vesting these RSUs convert into Phantom Stock Units pursuant to the Company's Deferred Compensation Plan for Outside Directors (the "Plan").

4. RSUs convert into Phantom Stock Units on a one-for-one basis, and each Phantom Stock Unit is the economic equivalent of one share of common stock.

5. The reporting person elected to defer his 2023 director retainer pursuant to the Plan. Under the Plan, all deferrals are converted to Phantom Stock Units.

6. The number of Phantom Stock Units issued is the amount of cash compensation deferred divided by the five (5) day average closing price of common stock on the grant date, which was $33.47 on April 26, 2023.

7. Each Phantom Stock Unit is the economic equivalent of one share of common stock.

8. The Phantom Stock Units will be paid upon the reporting person's retirement from the Company's Board of Directors pursuant to the Plan. The reporting person has elected to have his Phantom Stock Units distributed in cash.

Remarks:

Exhibit List: Exhibit 24 - Power of Attorney

	/s/ Steven A. Webster, by Lucas A. Fried, as Attorney-in-Fact	04/28/2023
	** 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).
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SEC Form 4 filed by Webster Steven A