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 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 *
FLURY L RICHARD
  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)
(Last)
(First)
(Middle)
2909 INDIGOBUSH WAY
3. Date of Earliest Transaction (Month/Day/Year)
05/12/2017
(Street)

NAPLES, FL 34105
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               132,999 (1) D  
Common Stock               30,000 (2) I Joint Tenant with Spouse

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
2016 RSU - Stock (3) (4) 05/12/2017   M     4,110   (5)   (5) Phantom Stock Units Payable in Cash 4,110 $ 0 8,219 D  
Phantom Stock Units Payable in Cash (6) $ 0 05/12/2017   M   4,110     (6)   (6) Stock Units Payable in Cash 4,110 $ 0 17,467 D  
2014 RSU - Stock (3) (4) 05/14/2017   M     4,183   (7)   (7) Phantom Stock Units Payable in Cash 4,183 $ 0 0 D  
Phantom Stock Units Payable in Cash (6) $ 0 05/14/2017   M   4,183     (6)   (6) Stock Units Payable in Cash 4,183 $ 0 21,650 D  
2015 RSU - Stock (3) (4) 05/15/2017   M     4,990   (8)   (8) Phantom Stock Units Payable in Cash 4,990 $ 0 4,990 D  
Phantom Stock Units Payable in Cash (6) $ 0 05/15/2017   M   4,990     (6)   (6) Stock Units Payable in Cash 4,990 $ 0 26,640 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
FLURY L RICHARD
2909 INDIGOBUSH WAY
NAPLES, FL 34105
  X      

Signatures

 Clay V. Bland as Attorney-in-fact   05/16/2017
**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 number of shares directly held by the reporting person are reported on this Form 4 for the purpose of disclosing beneficial ownership.
(2) The number of shares indirectly held by the reporting person are reported on this Form 4 for the purpose of disclosing beneficial ownership.
(3) These units/shares are subject to three-year ratable vesting with one-third vesting on each anniversary date following the grant date. The reporting person elected that upon vesting these restricted stock units convert into Phantom Stock Units Payable in Cash at retirement pursuant to Callon Petroleum Company's deferred compensation plan for outside directors.
(4) Restricted stock units convert into common stock on a one-for-one basis.
(5) On May 12, 2016, the reporting person was granted 12, 329 restricted stock units with one-third vesting on each anniversary date following the grant date.
(6) Phantom Stock Units Payable in Cash will be paid upon the Director's retirement from the company's Board of Directors pursuant to Callon Petroleum Company's deferred compensation plan for outside directors.
(7) On May 14, 2014, the reporting person was granted 12,550 restricted stock units with one-third vesting on each anniversary date following the grant date.
(8) On May 15, 2015, the reporting person was granted 14,970 restricted stock units with one-third vesting on each anniversary date following the grant date.

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