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)
12/28/2012
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 12/28/2012 G V 5,000 D $0.00 867,039 D
Common Stock 12/31/2012 M 53,910(1) A $0.00 920,949(2) D
Common Stock 12/31/2012 F 19,651 A $0.00 901,298(2) D
Common Stock 712(3) I By Trust
Common Stock 12/31/2012 G 185,000 D $0.00 716,298(2) D
Common Stock 12/31/2012 G 185,000 A $0.00 185,000(4) I By Family LLC 1
Common Stock 12/31/2012 G 40,000 D $0.00 676,298(2) D
Common Stock 12/31/2012 G 40,000 A $0.00 40,000 I By Spouse
Common Stock 12/31/2012 G 40,000 D $0.00 636,298(2) D
Common Stock 12/31/2012 G 40,000 A $0.00 40,000(5) I By Family LLC 2
Common Stock 12/31/2012 G 40,000(6) A $0.00 80,000(5) I By Family LLC 2
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
Restricted Stock Units $0.00 12/31/2012 M 53,910 02/04/2008 12/31/2012 Common Stock 53,910 $0.00 0 D
Explanation of Responses:
1. On December 31, 2012, a total of 53,910 shares of the Company's common stock were awarded to Mr. Reed upon the vesting of a time-based restricted stock unit award previously granted to Mr. Reed on February 4, 2008 (the terms of which were amended on September 3, 2010). A total of 19,651 shares were withheld to satisfy Mr. Reed's tax withholding obligations with respect to the award, and Mr. Reed retained the remaining 34,259 shares.
2. (2) Includes 456,446 shares credited to Mr. Reed's SERP account, each of which is the economic equivalent of one share of common stock and payable solely in shares of common stock following termination of employment. Does not include the following shares of common stock issuable upon the ultimate vesting of time-based restricted stock unit awards: 32,287 (granted on February 3, 2010); and 52,133 (granted on February 8, 2012). Does not include the following shares of common stock issuable upon the satisfaction of criteria with respect to performance-based restricted stock unit awards: 28,436 (granted on February 2, 2011); and 52,133 (granted on February 8, 2012). The restricted stock awards are subject to the terms and conditions of the applicable agreement with respect to such awards and will ultimately only be issued as provided in such agreements.
3. Held as trustee for Samuel A. Reed Trust UA December 27, 2001.
4. (3) The securities are held by an LLC of which the reporting person is President. The membership interests in the LLC are held by the reporting person and a family trust of which the reporting person's spouse is the trustee and the reporting person's spouse and sons are beneficiaries.
5. The securities are held by an LLC of which the reporting person is President. The membership interests in the LLC are held by the reporting person and a family trust of which the reporting person's sons are the trustees and the reporting person and his sons are beneficiaries.
6. The reporting person's spouse transferred 40,000 shares of the Company's common stock to an LLC of which the reporting person is President.
Remarks:
Carter R. Todd, Attorney-in-Fact for Colin V. Reed 01/02/2013
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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