Ownership Submission
FORM 5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Form 3 Holdings Reported
Form 4 Transactions Reported
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL 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 *
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)

1401 ENCLAVE PARKWAY, SUITE 600		 3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2018
(Street)


HOUSTON, TX 77077		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Reporting
(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 at end of Issuer's Fiscal Year
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Amount (A) or (D) Price
Common Stock             30,000 I Joint Tenant with Spouse
Common Stock             132,999 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 at End of Issuer's Fiscal Year
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Phantom Stock Units (1) (2)   05/10/2018   A 14,124     (1)   (1) Phantom Stock Units
14,124
$ 14.16 (2) (3) 14,124
D
 
Phantom Stock Units. (1) (2) (4)               (1)   (1) Phantom Stock Units
33,784
  33,784 (4)
D
 

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
FLURY L RICHARD
1401 ENCLAVE PARKWAY
SUITE 600
HOUSTON, TX 77077		   X      

Signatures

L. Richard Flury, by Stacy E. Skelton, as Attorney-in-Fact 01/03/2019
**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) Mr. Flury elected to defer his annual director retainer and Chairman's fee pursuant to the Company's Deferred Compensation Plan for Outside Directors (the "Plan"). Under the Plan, all deferrals are converted to CPE Phantom Stock Units. Each Phantom Stock Unit is the economic equivalent of one share of CPE common stock.
(2) The Phantom Stock Units will be paid upon the Director's retirement from the Company's Board of Directors pursuant to the Plan. The reporting person has elected to have his Phantom Stock Units distributed in cash.
(3) The number of Phantom Stock Units issued is the amount of cash compensation deferred divided by the closing price of CPE on the grant date, which was $14.16 on May 10, 2018.
(4) Represents an aggregate amount of Phantom Stock Units which the reporting person inadvertently excluded in prior filings, awarded for the annual periods ending 2014, 2015, 2016 and 2017. The number of Phantom Stock Units issued is the amount of cash deferred divided by the closing price of CPE on the grant date.

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