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 *
Gatto Joseph C. Jr.
   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)
President and CEO
(Last)
(First)
(Middle)
1401 ENCLAVE PARKWAY, SUITE 600		 3. Date of Earliest Transaction (Month/Day/Year)
12/31/2018
(Street)

HOUSTON, TX 77077		 4. If Amendment, Date Original Filed(Month/Day/Year)
01/03/2019		 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               21,619 I 401(k) Account
Common Stock 12/31/2018   M   46,221 A $ 0 (1) 234,963 D  
Common Stock 12/31/2018   D   46,221 D $ 6.49 188,742 D  
Common Stock 12/31/2018   M   46,221 A $ 0 234,963 D  
Common Stock 12/31/2018   F   12,028 (2) D $ 6.49 222,935 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
2016 Performance Units - 50% Cash (3) (4) (5) (1) 12/31/2018   M     32,550 12/31/2018 12/31/2018 Common Stock 32,550 $ 0 (1) 0 (5) D  
2016 Performance Units - 50% Stock (3) (6) (7) 12/31/2018   M     32,550 12/31/2018 12/31/2018 Common Stock 32,550 $ 0 (7) 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Gatto Joseph C. Jr.
1401 ENCLAVE PARKWAY
SUITE 600
HOUSTON, TX 77077		   X     President and CEO  

Signatures

 Joseph C. Gatto, Jr. by Stacy E. Skelton, as Attorney-in-Fact   01/07/2019
**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) Each Performance Unit paid in cash is the economic equivalent of the vesting date closing price of one share of Callon Petroleum Company's common stock.
(2) Payment of tax liability by withholding Common Stock incident to vesting of Performance Unit award issued in accordance with Rule 16b-3.
(3) This Performance Unit award was 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 over a 31 month period. The number of units subject to vest under this award ranged from 0% to 200%. On the vesting date, this Performance Unit award vested at the 142% level.
(4) The terms of this Performance Unit award specify payment in cash.
(5) This amendment amends a Form 4 dated January 3, 2019 ("Form 4") which reported a holding rather than a transaction and disposition of 32,550 shares. The derivative Securities Beneficially Owned Following Reported Transaction should have been reported as 0 shares, rather than 32,550 shares. All other provisions in the original Form 4 remain unchanged.
(6) The terms of this Performance Unit Award specify payment in stock.
(7) Each Performance Unit is the economic equivalent of one share of Callon Petroleum Company's common stock.

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