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 *
Conn Mitzi P
  2. Issuer Name and Ticker or Trading Symbol
CALLON PETROLEUM CO [CPE]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Vice President and CAO
(Last)
(First)
(Middle)
1401 ENCLAVE PARKWAY, SUITE 600
3. Date of Earliest Transaction (Month/Day/Year)
05/14/2018
(Street)

HOUSTON, TX 77077
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 05/14/2018 05/14/2018 M   12,424 A $ 0 60,709 D  
Common Stock 05/14/2018 05/14/2018 F   3,647 (1) D $ 13.85 57,062 D  
Common Stock               24,216 I 401(k) Account

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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
2015 RSU - Stock (2) (3) 05/14/2018   M     12,424 05/14/2018 05/14/2018 Common Stock 12,424 $ 0 0 D  
2015 Phantom Units (2) (4) $ 13.94 (5) 05/14/2018   M     2,192 05/14/2018 05/14/2018 Common Stock 2,192 $ 0 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Conn Mitzi P
1401 ENCLAVE PARKWAY
SUITE 600
HOUSTON, TX 77077
      Vice President and CAO  

Signatures

 Mitzi P. Conn, by Stacy E. Skelton, Attorney-in-Fact   05/16/2018
**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) Payment of tax liability by withholding Common Stock incident to vesting of Restricted Stock award issued in accordance with Rule 16b-3.
(2) These units/shares are subject to three-year cliff vesting with all units/shares vesting on the third anniversary date following the grant date.
(3) Restricted stock units convert into common stock on a one-for-one basis.
(4) The terms of this phantom unit award specify payment in cash rather than in common stock.
(5) Each phantom unit is the economic equivalent of one share of Callon Petroleum Company's common stock at the average of its opening and closing price on the vesting date, which was $13.94.

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