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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
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Callaway Golf Company (Name of Issuer) |
Common Stock, par value $0.01 per share (Title of Class of Securities) |
(CUSIP Number) |
Sarah N. Conde c/o Providence Equity Partners L.L.C., 50 Kennedy Plaza, 18th Floor Providence, RI, 02903 617-553-7310 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
05/21/2026 (Date of Event Which Requires Filing of This Statement) |
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
PEP TG INVESTMENTS LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
130,064.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
0.07 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
PEP TG Investments GP LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
130,064.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.07 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Michael Dominguez | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
130,064.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.07 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, par value $0.01 per share | |
| (b) | Name of Issuer:
Callaway Golf Company | |
| (c) | Address of Issuer's Principal Executive Offices:
2180 Rutherford Rd, Carlsbad,
CALIFORNIA
, 92008. | |
Item 1 Comment:
This Amendment No. 4 ("Amendment No. 4") amends and supplements the statement on Schedule 13D originally filed by the Reporting Persons on March 17, 2021, as amended on September 22, 2021, November 17, 2021, and January 28, 2026 (collectively with Amendment No. 4, the "Schedule 13D"). Unless otherwise indicated, each capitalized term used but not defined in this Amendment No. 4 shall have the meaning assigned to such term in the Schedule 13D.
As a result of the transaction described in Item 4 of this Amendment No. 4, on May 21, 2026, each of the Reporting Persons ceased to be the beneficial owner of more than five percent (5%) of the outstanding securities of Issuer. The filing of this Amendment No. 4 represents the final amendment to the Schedule 13D and constitutes an exit filing for the Reporting Persons. | ||
| Item 4. | Purpose of Transaction | |
Item 4 of the Schedule 13D is hereby amended and supplemented as follows:
On May 21, 2026, PEP TG Investments LP sold 11,175,226 shares of Common Stock at $15.34 per share pursuant to Rule 144 in a standard broker-dealer transaction (the "Shares Sale"). | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5(a) of the Schedule 13D is hereby amended and supplemented as follows:
Pursuant to Rule 13d-3(d)(1)(i) under the Exchange Act, the beneficial ownership, with respect to each Reporting Person, disclosed on this Amendment No. 4 includes shares of Common Stock that are issuable upon exercise of the Warrant. The applicable ownership percentages are calculated, with respect to each Reporting Person, as a percentage of the sum of (i) 179,887,627 shares of Common Stock outstanding as of April 30, 2026, as set forth in the 10-Q filed with the Securities and Exchange Commission on May 8, 2026, and (ii) 130,064 shares of Common Stock subject to the Warrant (such sum, the "Outstanding Common Stock").
Following the Shares Sale:
* PEP TG Investments LP directly holds 130,064 shares of Common Stock subject to the Warrant, or approximately 0.07% of the Outstanding Common Stock;
* PEP TG Investments GP LLC is the sole general partner of PEP TG Investments LP. PEP TG Investments GP LLC may be deemed to beneficially own 130,064 shares of Common Stock subject to the Warrant, or 0.07% of the Outstanding Common Stock by virtue of its position as sole general partner of PEP TG Investments LP; and
* Michael Dominguez is the sole member of PEP TG Investments GP LLC. Michael Dominguez may be deemed to beneficially own 130,064 shares of Common Stock subject to the Warrant or 0.07% of the Outstanding Common Stock by virtue of his position as the sole member of PEP TG Investments GP LLC.
PEP TG Investments GP LLC and Michael Dominguez disclaim beneficial ownership of the securities referred to in this Schedule 13D, and the filing of this Amendment No. 4 should not be construed as an admission that any of PEP TG Investments GP LLC or Michael Dominguez is, for the purpose of Section 13(d) or 13(g) of the Exchange Act, the beneficial owner of any securities covered by the Schedule 13D. | |
| (b) | This Item 5(b) of the Schedule 13D is hereby amended and supplemented as follows:
The information set forth in Item 5(a) of this Amendment No. 4 is incorporated by reference into this Item 5(b). | |
| (c) | Item 5(c) of the Schedule 13D is hereby amended and supplemented as follows:
Except for the Shares Sale described in this Amendment No .4, no transactions in the class of securities reported have been effected during the past 60 days by any person named in Item 5(a). | |
| (d) | Item 5(d) of the Schedule 13D is hereby amended and supplemented as follows:
Under certain circumstances, partners and/or members of the Reporting Persons, as the case may be, could have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, shares of Common Stock owned by such Reporting Persons. | |
| (e) | Item 5(e) of the Schedule 13D is hereby amended and supplemented as follows:
As a result of the transaction described in Item 4 of this Amendment No. 4, on May 21, 2026, each of the Reporting Persons ceased to be the beneficial owner of more than five percent (5%) of the outstanding securities of Issuer. The filing of this Amendment No. 4 represents the final amendment to the Schedule 13D and constitutes an exit filing for the Reporting Persons. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Item 6 of the Schedule 13D is hereby amended and supplemented as follows:
PEP TG Investments LP no longer has a right to nominate a Providence Nominee to the Issuer's board of directors. | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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