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 *
  Arnett Richard H.
2. Date of Event Requiring Statement (Month/Day/Year)
02/06/2017
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, Glb. Mktg. & Pres., OGIO
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

CARLSBAD, CA 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 39,523
D
 

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)
Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units   (1)   (1) Common Stock 6,918.67 $ 0 D  
Performance Stock Unit   (2)   (2) Common Stock 32,762.23 $ 0 D  
Restricted Stock Units   (3)   (3) Common Stock 18,028.75 $ 0 D  
Performance Stock Unit   (4)   (4) Common Stock 10,975 $ 0 D  
Restricted Stock Units   (5)   (5) Common Stock 87,034.16 $ 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Arnett Richard H.
2180 RUTHERFORD ROAD
CARLSBAD, CA 92008
      SVP, Glb. Mktg. & Pres., OGIO  

Signatures

/s/ Hina M.D. Patel Attorney-in-Fact for Richard H. Arnett under a Limited Power of Attorney dated January 31, 2017. 02/08/2017
**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 RSUs were granted on February 2, 2015 and vest in three equal annual installments beginning on the first anniversary of the grant date.
(2) The Performance Stock Units were originally granted on February 2, 2015 and were subject to the achievement of certain performance criteria. On January 18, 2016, the Compensation and Management Succession Committee of the Board of Directors determined that the performance criteria were achieved for the number of units being reported on this form. The Performance Stock Units vest on the third anniversary of the grant date provided the recipient remains employed by Callaway Golf Company.
(3) The RSUs were granted on February 8, 2016 and vest in three equal annual installments beginning on the first anniversary of the grant date.
(4) The Reporting Person was granted a total of 21,950 "target" Performance Stock Units ("PSUs") on February 8, 2016, the vesting of which are subject to the achievement of certain performance criteria. The Reporting Person may be eligible to vest in up to 200% of such "target" PSUs during the three year period ending December 31, 2018. On January 18, 2017, the Compensation and Management Succession Committee of the Board of Directors determined that 50% of the "target" award was deemed to be achieved under the terms of the PSUs as a result of the Company's performance during 2016. As a result, 10,975 of the PSUs converted to time-based units that will vest on the third anniversary of the grant date provided the recipient remains employed by Callaway Golf Company through such date. The Reporting Person remains eligible to vest in the remaining PSUs subject to the original award subject to the achievement of certain performance criteria.
(5) The RSUs were granted on September 1, 2016 and 50% vest on September 1, 2021 and remaining 50% vest in five equal annual installments thereafter.

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