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*
TRT Holdings Inc

(Last) (First) (Middle)
600 EAST LAS COLINAS BLVD
SUITE 1900

(Street)
IRVING TX 75039

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
GAYLORD ENTERTAINMENT CO /DE [ GET ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
08/10/2011
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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 08/10/2011 P 668,793 A $24.11(1) 7,547,223(2) D
Common Stock 08/10/2011 P 43,507 A $23.84(3) 7,590,730(2) D
Common Stock 08/11/2011 P 3,100 A $24.2568(4) 7,593,830(2) D
Common Stock 08/11/2011 P 467,715 A $25.1487(5) 8,061,545(2) D
Common Stock 08/11/2011 P 1,417,660 A $25.9461(6) 9,479,205(2) D
Common Stock 08/11/2011 P 822,924 A $27.1905(7) 10,302,129(2) D
Common Stock 08/12/2011 P 341,000 A $27.2131(8) 10,643,129(2) D
Common Stock 10,647,629(9) I See Footnote(9)
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
1. Name and Address of Reporting Person*
TRT Holdings Inc

(Last) (First) (Middle)
600 EAST LAS COLINAS BLVD
SUITE 1900

(Street)
IRVING TX 75039

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Rowling Robert B.

(Last) (First) (Middle)
600 EAST LAS COLINAS BLVD
SUITE 1900

(Street)
IRVING TX 75039

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. The price reported is the weighted average price. The shares were purchased in multiple transactions at prices ranging from $23.89 to $24.885, inclusive. The reporting persons undertake to provide Gaylord Entertainment Company, any stockholder of Gaylord Entertainment Company, or the Staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote.
2. The shares are owned directly by TRT Holdings, Inc.
3. The price reported is the weighted average price. The shares were purchased in multiple transactions at prices ranging from $23.75 to $23.88, inclusive. The reporting persons undertake to provide Gaylord Entertainment Company, any stockholder of Gaylord Entertainment Company, or the Staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote.
4. The price reported is the weighted average price. The shares were purchased in multiple transactions at prices ranging from $24.20 to $24.37, inclusive. The reporting persons undertake to provide Gaylord Entertainment Company, any stockholder of Gaylord Entertainment Company, or the Staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote.
5. The price reported is the weighted average price. The shares were purchased in multiple transactions at prices ranging from $24.50 to $25.49, inclusive. The reporting persons undertake to provide Gaylord Entertainment Company, any stockholder of Gaylord Entertainment Company, or the Staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote.
6. The price reported is the weighted average price. The shares were purchased in multiple transactions at prices ranging from $25.50 to $26.49, inclusive. The reporting persons undertake to provide Gaylord Entertainment Company, any stockholder of Gaylord Entertainment Company, or the Staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote.
7. The price reported is the weighted average price. The shares were purchased in multiple transactions at prices ranging from $26.50 to $27.50, inclusive. The reporting persons undertake to provide Gaylord Entertainment Company, any stockholder of Gaylord Entertainment Company, or the Staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote.
8. The price reported is the weighted average price. The shares were purchased in multiple transactions at prices ranging from $26.91 to $27.35, inclusive. The reporting persons undertake to provide Gaylord Entertainment Company, any stockholder of Gaylord Entertainment Company, or the Staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote.
9. Robert B. Rowling is the indirect beneficial owner of the 10,643,129 shares directly owned by TRT Holdings, Inc. due to his ownership of the Class B shares of Common Stock of TRT Holdings, Inc. and the direct beneficial owner of 4,500 shares.
/s/ Michael G. Smith, Senior Vice President Real Estate and General Counsel of TRT Holdings, Inc. 08/12/2011
/s/ Michael G. Smith, as Attorney-in-Fact for Robert B. Rowling 08/12/2011
** Signature of Reporting Person Date
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* 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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