0001209191-12-058950.txt : 20121221 0001209191-12-058950.hdr.sgml : 20121221 20121221104950 ACCESSION NUMBER: 0001209191-12-058950 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20121221 FILED AS OF DATE: 20121221 DATE AS OF CHANGE: 20121221 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GAYLORD EDWARD K II CENTRAL INDEX KEY: 0001032443 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-13079 FILM NUMBER: 121279781 MAIL ADDRESS: STREET 1: 14646 NORTH KIERLAND BLVD STREET 2: SUITE 230 CITY: SCOTTSDALE STATE: AZ ZIP: 85254 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Ryman Hospitality Properties, Inc. CENTRAL INDEX KEY: 0001040829 STANDARD INDUSTRIAL CLASSIFICATION: HOTELS & MOTELS [7011] IRS NUMBER: 730664379 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: ONE GAYLORD DR CITY: NASHVILLE STATE: TN ZIP: 37214 BUSINESS PHONE: 6153166000 MAIL ADDRESS: STREET 1: ONE GAYLORD DRIVE CITY: NASHVILLE STATE: TN ZIP: 37214 FORMER COMPANY: FORMER CONFORMED NAME: GAYLORD ENTERTAINMENT CO /DE DATE OF NAME CHANGE: 19971002 FORMER COMPANY: FORMER CONFORMED NAME: NEW GAYLORD ENTERTAINMENT CO DATE OF NAME CHANGE: 19970611 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2012-12-21 0 0001040829 Ryman Hospitality Properties, Inc. RHP 0001032443 GAYLORD EDWARD K II 5112 NORTH WILKINSON PARADISE VALLEY AZ 85253 1 0 0 0 Common Stock 2012-12-21 4 J 0 22809 0.00 A 146214 D Common Stock 2012-12-21 4 J 0 441 0.00 A 2828 I By GSTT Trust Comon Stock 2012-12-21 4 J 0 441 0.00 A 2828 I BY GSTT Trust Stock Option (Right to Buy) 17.33 2004-05-08 Common Stock 6098 6098 D Stock Option (Right to Buy) 25.12 2014-05-07 Common Stock 6098 6098 D Stock Option (Right to Buy) 34.19 2015-05-05 Common Stock 6098 6098 D Stock Option (Right to Buy) 37.31 2016-05-04 Common Stock 6098 6098 D Restricted Stock Units 0.00 Common Stock 1777 1777 D Restricted Stock Units 0.00 Common Stock 3645 3645 D Restricted Stock Units 0.00 Common Stock 3405 3405 D On December 21, 2012, the Issuer paid a special dividend to stockholders of record on November 13, 2012. As a result of the special dividend, the reporting person received 22809 shares of common stock on December 21, 2012 with respect to shares held directly, and two trusts established by the reporting person each received 441 shares of common stock on December 21, 2012. Each of these stock options grants vested 100% on the first anniversary date of the grant. In connection with the special dividend paid on December 21, 2012, the previously reported stock options were adjusted pursuant to anti-dilution provisions contained in the Issuer's equity incentive plans, and the amounts reported reflect such adjustments. The adjustments were based on the ratio between the unadjusted closing trading price on the NYSE of a share of the Issuer's common stock on the date prior to the ex-dividend date, and the opening price on the NYSE on the ex-dividend date. Mr. Gaylord has deferred vesting of these restricted stock units until the earlier of a designated date or termination of his service as a director. In connection with the special dividend paid on December 21, 2012, the previously reported restricted stock units were adjusted pursuant to anti-dilution provisions that applied to restricted stock units pursuant to the Issuer's equity incentive plans. For each share underlying the restricted stock units, the reporting person received additional restricted stock units equal to 0.1848316 of a share, subject to the same vesting and other restrictions as the original award. The amount listed in this column reflects the total number of shares issuable upon vesting of the award following such adjustment. Carter R. Todd, Attorney-in-Fact for Edward K. Gaylord II 2012-12-21