This Amendment
No.2 to Form 8-K/A further amends and supplements the Original
Form 8-K to include certain pro forma financial statements
relating to the Ameredev Transaction required by Item 9.01 of
Form 8-K. This Amendment No.2 to Form 8-K/A should be read in
connection with the previously filed Current Reports on Form 8-K
and 8-K/A described above which provide a more complete
description of the Ameredev Transaction.

Section9
Financial Statements and Exhibits

Item9.01.
Financial Statements and Exhibits.

Unaudited Pro
Forma Consolidated Statements of Operations of the Company for
the three months ended March31, 2017, are attached hereto as
Exhibit99.1.

About Callon Petroleum Company (NYSE:CPE)

Callon Petroleum Company is an independent oil and natural gas company. The Company is engaged in the exploration, development, acquisition and production of oil and natural gas properties. It focuses on unconventional, onshore, oil and natural gas reserves in the Permian Basin in West Texas and the Midland Basin. Its asset base is concentrated in the Midland Basin located within the broader Permian Basin. Its operations are focused on horizontal drilling of several prospective intervals, including multiple levels of the Wolfcamp formation. It has drilled approximately 40 gross (over 27.1 net) horizontal, while completing approximately 30 gross (over 25.8 net) horizontal and over 1 gross (approximately 0.4 net) vertical wells. It owns leaseholds over 17,670 net acres in the Permian Basin. Its Southern Midland Basin area consists of fields located in Upton, Reagan and Crockett Counties, Texas. Its Central Midland Basin area encompasses Midland, Ector, Andrews and Martin Counties.

Callon Petroleum Company (NYSE:CPE) Recent Trading Information

Callon Petroleum Company (NYSE:CPE) closed its last trading session down -0.11 at 12.16 with 3,443,034 shares trading hands.