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^*

Maradik Richard A

(Last)

(First)

(Middle)

207 LYNNWOOD BLVD.

(Street)

NASHVILLE

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)
02/13/2012

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	02/13/2012		M		10,000⁽¹⁾	A	$29.57	12,511	D
Common Stock	02/13/2012		F		2,684⁽¹⁾	D	$29.57	9,827	D
Common Stock	02/14/2012		M		2,625	A	$12.47	12,452	D
Common Stock	02/14/2012		M		5,000	A	$20.08	17,452	D
Common Stock	02/14/2012		S		9,827	D	$29.541⁽²⁾	7,625	D
Common Stock	02/14/2012		S		2,625	D	$29.501⁽³⁾	5,000	D
Common Stock	02/14/2012		S		5,000	D	$29.519⁽⁴⁾	0⁽⁵⁾	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)
Restricted Stock Units	$29.57	02/13/2012		M			10,000	02/04/2012	12/31/2012	Common Stock	10,000	$29.57	5,000	D
Stock Option (right to buy)	$12.47	02/14/2012		M			2,625	06/22/2010	06/22/2019	Common Stock	2,625	$12.47	5,250	D
Stock Option (right to buy)	$20.08	02/14/2012		M			5,000	02/03/2011	02/03/2020	Common Stock	5,000	$20.08	5,000	D

Explanation of Responses:

1. On February 13, 2012, a total of 10,000 shares of the Company's common stock were awarded to Mr. Maradik upon the satisfaction of performance criteria with respect to a restricted stock unit award previously granted to Mr. Maradik on February 4, 2008 (the terms of which were amended on September 3, 2010). A total of 2,684 shares were withheld to satisfy Mr. Maradik's tax withholding obligations with respect to the award, and Mr. Maradik retained the remaining 7,316 shares.

2. Sold in a range between $29.50 to $29.63 per share

3. Sold in a range between $29.47 to $29.53 per share

4. Sold in a range between $29.51 to $29.52 per share

5. Does not include the following shares of common stock issuable upon the ultimate vesting of time-based restricted stock unit awards: 5,000 (granted on 2/4/08); 4,000 (granted on 6/22/09); and 8,500 (granted on 2/3/10). Does not include the following shares of common stock issuable upon the satisfaction of criteria with respect to performance-based restricted stock unit awards: 2,900 (granted on 2/2/11). 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.

Remarks:

	Carter R. Todd, Attorney-in-Fact for Richard A. Maradik	02/15/2012
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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