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^*

Gatto Joseph C. Jr.

(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
X	Officer (give title below)	Other (specify below)
President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
04/01/2023

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	04/01/2023		M		16,266⁽¹⁾	A	$0⁽²⁾	119,315	D
Common Stock	04/01/2023		F		3,961⁽³⁾⁽⁴⁾	D	$33.44⁽⁴⁾	115,354	D
Common Stock	04/01/2023		M		17,568	A	$0⁽²⁾	132,922	D
Common Stock	04/01/2023		F		4,868⁽³⁾⁽⁴⁾	D	$33.44⁽⁴⁾	128,054	D
Common Stock	04/01/2023		M		10,338	A	$0⁽²⁾	138,392	D
Common Stock	04/01/2023		F		4,069⁽³⁾⁽⁴⁾	D	$33.44⁽⁴⁾	134,323	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)
2020 RSU - Stock⁽⁵⁾	⁽²⁾	04/01/2023		M			16,266	⁽⁵⁾	⁽⁵⁾	Common Stock	16,266	⁽²⁾	0	D
2021 RSU - Stock⁽⁶⁾	⁽²⁾	04/01/2023		M			17,568	⁽⁶⁾	⁽⁶⁾	Common Stock	17,568	⁽²⁾	17,567	D
2022 RSU - Stock⁽⁷⁾	⁽²⁾	04/01/2023		M			10,338	⁽⁷⁾	⁽⁷⁾	Common Stock	10,338	⁽²⁾	20,676	D

Explanation of Responses:

1. Reflects the 1-for-10 reverse split of the common stock, par value $0.01, of the Company, effective August 7, 2020 (the "Reverse Stock Split").

2. Restricted Stock Units ("RSUs") convert into common stock on a one-for-one basis.

3. Payment of tax liability by withholding common stock incident to vesting of RSU award issued in accordance with Rule 16b-3.

4. Each RSU is the economic equivalent of one share of the Company's common stock at its closing price on the vesting date. If the vesting date should fall on a weekend or holiday, the preceding business day's closing price is used.

5. On January 31, 2020, the reporting person was granted 48,799 RSUs, as adjusted by the Reverse Stock Split, subject to the three-year ratable vesting with one-third vesting each year subsequent to the award year. The first tranche vested on April 1, 2021. The second tranche vested on April 1, 2022. The third and final tranche vested on April 1, 2023.

6. On March 12, 2021, the reporting person was granted 52,703 RSUs subject to the three-year ratable vesting with one-third vesting each year subsequent to the award year. The first tranche vested on April 1, 2022. The second tranche vested on April 1, 2023. The third and final tranche will vest on April 1, 2024.

7. On March 9, 2022, the reporting person was granted 31,014 RSUs subject to the three-year ratable vesting with one-third vesting each year subsequent to the award year. The first tranche vested on April 1, 2023. The second tranche will vest April 1, 2024. The third and final tranche will vest on April 1, 2025.

Remarks:

Exhibit List: Exhibit 24 - Power of Attorney

	/s/ Joseph C. Gatto, Jr. by Lucas A. Fried, as Attorney-in-Fact	04/04/2023
	** 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).
** 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.
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SEC Form 4 filed by Gatto Joseph C. Jr.