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*
REED COLIN V

(Last) (First) (Middle)
ONE GAYLORD DRIVE

(Street)
NASHVILLE TN 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)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Chairman, President & CEO
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)
Code V Amount (A) or (D) Price
Common Stock 12/21/2012 J 113,685 (1) A $0.00 872,039 (2) D
Common Stock 12/21/2012 J 82 (1) A $0.00 712 I By Trust
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy) $23.79 (3) 02/05/2014 Common Stock 91,475 91,475 (4) D
Stock Option (Right to Buy) $16.47 (3) 02/03/2020 Common Stock 109,161 109,116 (4) D
Stock Option (Right to Buy) $28.13 (3) 02/02/2021 Common Stock 85,377 85,377 (4) D
Stock Option (Right to Buy) $24.4 (5) 02/08/2022 Common Stock 71,351 71,351 (4) D
Restricted Stock Units $0.00 (6) (6) Common Stock 53,910 53,910 (7) D
Restricted Stock Units $0.00 (8) (8) Common Stock 32,287 32,287 (7) D
Restricted Stock Units $0.00 (9) (9) Common Stock 28,436 28,436 (7) D
Restricted Stock Units $0.00 (10) (10) Common Stock 52,133 52,133 (7) D
Restricted Stock Units $0.00 (11) (11) Common Stock 52,133 52,133 (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, Mr. Reed received 42,481 shares of common stock on December 21, 2012 with respect to shares held directly by Mr. Reed. As a result of the special dividend, the SERP established for Mr. Reed received 71,204 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. Includes 456,446 shares credited to Mr. Reed's SERP account, which is the economic equivalent of one share of common stock and is payable solely in shares of common stock following termination of employment.
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 February 3, 2010 and will vest on February 3, 2014 (subject to the terms of the applicable grant agreement).
9. 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).
10. 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).
11. 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 Colin V. Reed 12/21/2012
** Signature of Reporting Person Date
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