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*
Maradik Richard A

(Last) (First) (Middle)
207 LYNNWOOD BLVD.

(Street)
NASHVILLE TN 37205

(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 10% Owner
X Officer (give title below) Other (specify below)
SVP and Chief Mkting Officer
3. Date of Earliest Transaction (Month/Day/Year)
02/03/2012
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 02/03/2012 M 1,500 A $28.69 2,971 D
Common Stock 02/03/2012 F 460(1) D $28.69 2,511(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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units $28.69 02/03/2012 M 1,500 02/03/2012 (3) Common Stock 1,500 $28.69 1,500 D
Explanation of Responses:
1. Represents shares withheld to satisfy Mr. Maradik's tax withholding obligation with respect to 1,500 shares of common stock issued upon vesting of previously awarded restricted stock units on February 3, 2010. Mr. Maradik retained the remaining 1,040 shares.
2. Does not include 15,000 shares of common stock issuable upon the vesting of restricted stock unit awards, with both a performance-based and time-based vesting schedule, originally granted on February 4, 2008 and amended on September 3, 2010. Does not include 4,000 shares of common stock issuable upon the vesting of time-based restricted stock unit awards granted on June 22, 2009. Does not include 8,500 shares of common stock issuable upon vesting of the time-based restricted stock unit awards granted on February 3, 2010. Does not include 2,900 shares of common stock issuable upon the vesting of performanced-based stock unit awards granted on February 2, 2011.
3. On February 3, 2010 Mr. Maradik was awarded 3,000 restricted stock units, which vest 50% on February 3, 2012 and 50% on February 3, 2014. The 1,500 restricted stock units reported herein were 100% converted to common stock on February 3, 2012 upon the vesting of the restricted stock unit award. Accordingly there is no expiration date associated with this security.
Remarks:
Carter R. Todd, Attorney-in-Fact for Richard A. Maradik 02/07/2012
** 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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