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).

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^*

Sevilla-Sacasa Frances Aldrich

(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)
04/01/2024

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

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	04/01/2024		D		2,347	D	⁽¹⁾	0	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)
RSU - Stock	⁽²⁾	04/01/2024		D			5,230	⁽²⁾	⁽²⁾	Common Stock	5,230	⁽²⁾	0	D
Phantom Stock Units	⁽³⁾	04/01/2024		D			12,998	⁽³⁾	⁽³⁾	Common Stock	12,998	⁽³⁾	0	D

Explanation of Responses:

1. On April 1, 2024, pursuant to the Agreement and Plan of Merger, dated as of January 3, 2024 (the "Merger Agreement"), by and between APA Corporation ("APA"), Astro Comet Merger Sub Corp., a wholly owned subsidiary of APA ("Merger Sub"), and Callon Petroleum Company (the "Company"), Merger Sub merged with and into the Company (the "Merger"), with the Company surviving and continuing as the surviving corporation in the Merger. Pursuant to the Merger Agreement, at the effective time of the Merger (the "Effective Time"), each outstanding share of common stock of Callon (other than Excluded Shares (as defined in the Merger Agreement)) converted into the right to receive, without interest, 1.0425 shares (the "Exchange Ratio") of common stock of APA, with cash in lieu of fractional shares. The closing price per share of APA common stock on the Nasdaq Global Select Market on March 28, 2024, the day prior to the Effective Time, was $34.38.

2. Pursuant to the Merger Agreement, at the Effective Time, each Company restricted stock unit relating to Company common stock ("Company RSU") outstanding as of immediately prior to the Effective Time was assumed by APA and converted into a number of restricted stock units with respect to shares of APA common stock (such restricted stock unit, a "Converted RSU") equal to the product of the number of shares of Company common stock subject to such Company RSU immediately prior to the Effective Time multiplied by the Exchange Ratio, rounded to the nearest number of whole shares. Each such Converted RSU will continue to be governed by the same terms and conditions as were applicable to the corresponding Company RSU immediately prior to the Effective Time.

3. Pursuant to the Merger Agreement, at the Effective Time, each phantom stock unit immediately vested in full and converted into the right to receive an amount in cash determined in accordance with the terms of the Company stock plans and the applicable award agreement, payable by the surviving corporation no later than five business days following the Effective Time, less any required withholding.

Remarks:

Exhibit List: Exhibit 24 - Power of Attorney

	/s/ Frances A. Sevilla-Sacasa, by Lucas A. Fried, as Attorney-in-Fact	04/01/2024
	** 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.

Sevilla-Sacasa Frances Aldrich returned 2,347 shares to the company, closing all direct ownership in the company (SEC Form 4)