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 *
  Conn Mitzi P
2. Date of Event Requiring Statement (Month/Day/Year)
05/14/2015
3. Issuer Name and Ticker or Trading Symbol
CALLON PETROLEUM CO [CPE]
(Last)
(First)
(Middle)
200 NORTH CANAL STREET
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Controller
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

NATCHEZ, MS 39120
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 30,548
D
 
Common Stock 21,019
I
401(k) Account

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
2013 RSU - Stock (1) 05/13/2016 05/13/2016 Common Stock 16,038 $ 0 D  
2013 Phantom Units (1) (2) 05/13/2016 05/13/2016 Common Stock 2,830 $ 0 D  
2013 Phantom Units - Performance Based (2) (3) 12/31/2015 12/31/2015 Common Stock 27,109 $ 0 D  
2014 RSU - Stock (1) 05/14/2017 05/14/2017 Common Stock 5,598 $ 0 D  
2014 Phantom Units (1) (2) 05/14/2017 05/14/2017 Common Stock 988 $ 0 D  
2014 Phantom Units - Performance Based (2) (3) 12/31/2016 12/31/2016 Common Stock 9,880 $ 0 D  
2015 RSU - Stock (1) 05/15/2018 05/15/2018 Common Stock 12,424 $ 0 D  
2015 Phantom Units (1) (2) 05/15/2018 05/15/2018 Common Stock 2,192 $ 0 D  
2015 Performance Based Units - 50% Stock/50% Cash (4) 12/31/2017 12/31/2017 Common Stock 21,925 $ 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Conn Mitzi P
200 NORTH CANAL STREET
NATCHEZ, MS 39120
      Controller  

Signatures

Clay V. Bland as Attorney-in-fact 05/21/2015
**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 award terms specify cliff vesting three years from the date of the award.
(2) The terms of this Phantom Unit award specify payment in cash rather than in common shares.
(3) This Phantom Unit award is subject to a variable number of units vesting based on a performance criteria related to the total shareholder return of the company compared to a group of peer companies. The number of units subject to vest under this award can range from 0% to as much as 200%.
(4) This Performance Based Unit award is subject to a variable number of units vesting based on a performance criteria related to the total shareholder return of the company compared to a group of peer companies. The number of units subject to vest under this award can range from 0% to as much as 200%. The award terms also specify that upon vesting 50% of the vested units will be payable in common shares and 50% will be payable in cash.

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