SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

FIORAVANTI MARK

(Last)

(First)

(Middle)

ONE GAYLORD DRIVE

(Street)

NASHVILLE

37214

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Ryman Hospitality Properties, Inc. [ RHP ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP & Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
12/21/2012

4. If Amendment, Date of 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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	12/21/2012		J		5,821⁽¹⁾	A	$0.00	57,027⁽²⁾	D

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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (Right to Buy)	$23.79							⁽³⁾	02/05/2014	Common Stock	12,196		12,196⁽⁴⁾	D
Stock Option (Right to Buy)	$25.53							⁽³⁾	05/06/2014	Common Stock	18,295		18,295⁽⁴⁾	D
Stock Option (Right to Buy)	$10.23							⁽³⁾	06/22/2019	Common Stock	18,295		18,295⁽⁴⁾	D
Stock Option (Right to Buy)	$16.47							⁽³⁾	02/03/2020	Common Stock	16,831		16,831⁽⁴⁾	D
Stock Option (Right to Buy)	$28.13							⁽³⁾	02/02/2021	Common Stock	18,905		18,905⁽⁴⁾	D
Stock Option (Right to Buy)	$24.4							⁽⁵⁾	02/08/2022	Common Stock	14,636		14,636⁽⁴⁾	D
Restricted Stock Unit	$0.00							⁽⁶⁾	⁽⁶⁾	Common Stock	5,924		5,924⁽⁷⁾	D
Restricted Stock Units	$0.00							⁽⁸⁾	⁽⁸⁾	Common Stock	3,258		3,258⁽⁷⁾	D
Restricted Stock Units	$0.00							⁽⁹⁾	⁽⁹⁾	Common Stock	11,789		11,789⁽⁷⁾	D
Restricted Stock Units	$0.00							⁽¹⁰⁾	⁽¹⁰⁾	Common Stock	5,924		5,924⁽⁷⁾	D
Restricted Stock Units	$0.00							⁽¹¹⁾	⁽¹¹⁾	Common Stock	10,663		10,663⁽⁷⁾	D
Restricted Stock Units	$0.00							⁽¹²⁾	⁽¹²⁾	Common Stock	10,663		10,663⁽⁷⁾	D

Explanation of Responses:

1. 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 5821 shares of common stock on December 21, 2012.

2. Does not include shares of common stock issuable upon the potential vesting of restricted stock units, which are reported in Table II.

3. Each of these stock options grants vested ratably over four years beginning on the first anniversary date of the grant.

4. 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.

5. This stock option grant vests ratably in 50% increments on February 8, 2015 and February 8, 2016.

6. The time-based restricted stock units were granted on February 4, 2008 and will vest on December 31, 2012 (subject to the terms of the applicable grant agreement).

7. 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.

8. The time-based restricted stock units were granted on June 22, 2009 and will vest on June 22, 2013 (subject to the terms of the applicable grant agreement).

9. The time-based restricted stock units were granted on February 3, 2010 and will vest on February 3, 2014 (subject to the terms of the applicable grant agreement).

10. The performance-based restricted stock units were granted on February 2, 2011, and some, all or none of the units will vest in accordance with the satisfaction of designated performance targets on February 2, 2014 (subject to the terms of the applicable grant agreement).

11. The time-based restricted stock units were granted on February 8, 2012 and will vest 50% on February 8, 2015 and 50% on February 8, 2016 (subject to the terms of the applicable grant agreement).

12. The performance-based restricted stock units were granted on February 8, 2012, and some, all or none of the units will vest in accordance with the satisfaction of designated performance targets on February 8, 2015 (subject to the terms of the applicable grant agreement).

Remarks:

	Carter R. Todd, Attorney-in-Fact for Mark Fioravanti	12/21/2012
	** Signature of Reporting Person	Date
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