Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN 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 *
CALLON FRED L
  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)
Chairman / President / CEO
(Last)
(First)
(Middle)
200 N CANAL ST
3. Date of Earliest Transaction (Month/Day/Year)
05/13/2016
(Street)

NATCHEZ, MS 39120
4. If Amendment, Date 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
(City)
(State)
(Zip)
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)
Code V Amount (A) or (D) Price
Common Stock 05/15/2016 05/15/2016 M   160,378 A $ 0 513,018 D  
Common Stock 05/15/2016 05/15/2016 F   75,298 D $ 10.81 437,720 D  
Common Stock 05/15/2016 05/15/2016 M   28,302 A (1) 466,022 D  
Common Stock 05/15/2016 05/15/2016 D   28,302 D $ 10.9 437,720 D  

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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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
2013 RSU - Stock (2) $ 0 05/15/2016   M     160,378 05/15/2016 05/15/2016 Common Stock 160,378 $ 0 0 D  
2013 RSU - Cash (2) (1) 05/15/2016   M     28,302 05/15/2016 05/15/2016 Common Stock 28,302 (1) 0 D  
2016 RSU - Stock (2) $ 0 05/13/2016   A   67,631   05/13/2019 05/13/2019 Common Stock 67,631 $ 0 67,631 D  
2016 Phantom Units (2) (3) (4) 05/13/2016   A   11,935   05/13/2019 05/13/2019 Common Stock 11,935 $ 0 11,935 D  
2016 Performance Based Units - 50% Stock/50% Cash (5) (2) (4) 05/13/2016   A   119,350   12/31/2018 12/31/2018 Common Stock 119,350 $ 0 119,350 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
CALLON FRED L
200 N CANAL ST
NATCHEZ, MS 39120
  X     Chairman / President / CEO  

Signatures

 Clay V. Bland as Attorney-in-fact   05/17/2016
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) The terms of this Phantom Unit award specify payment in cash rather than in common shares. The value of each vested unit is equal to the average of the opening and closing price of the company's common stock on the vesting date.
(2) The award terms specify cliff vesting three years from the date of the award.
(3) The terms of this Phantom Unit award specify payment in cash rather than in common shares.
(4) Each share of phantom stock is the economic equivalent of one share of the company's common stock.
(5) 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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