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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1. Name and Address of Reporting Person * WALLACE JOHN C   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) 200 NORTH CANAL STREET 3. Date of Earliest Transaction (Month/Day/Year) 05/09/2013 (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

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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

2012 Restricted Stock Units (1)

$ 5.49

05/09/2013

M

7,589

05/09/2013

05/08/2015

Phantom Stock Units Payable in Cash

7,589

(2)

15,179

D

Phantom Stock Units Payable in Cash (2)

(2)

05/09/2013

M

7,589

(2)

(2)

Stock Unit Payable in Cash (3)

7,589

(3)

13,911

D

2011 Restricted Stock Units (1)

$ 7.01

05/09/2013

M

6,323

05/12/2012

05/12/2014

Phantom Stock Units Payable in Cash

6,323

(2)

6,323

D

Phantom Stock Units Payable in Cash (2)

(2)

05/09/2013

M

6,323

(2)

(2)

Stock Unit Payable in Cash (3)

6,323

(3)

20,234

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
WALLACE JOHN C 200 NORTH CANAL STREET NATCHEZ, MS 39120	X

Signatures

Clay V. Bland as Attorney-in-fact		05/12/2013
**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)	These shares are subject to vesting one-third on the first anniversary date following the grant date and one-third on each subsequent anniversary date. Upon vesting, the Director elected to convert these Restricted Stock Units into Phantom Stock Units Payable in Cash at Retirement.
(2)	Phantom Stock Units Payable in Cash will be paid upon the Director's retirement from the Board. Each unit will be valued based on the economic value of one share of Callon Petroleum Company common stock at the closing price on the Director's retirement date.
(3)	The value of each Stock Unit Payable in Cash is based on the economic value of one share of Callon Petroleum Company common stock at the closing price on the date of payment.

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