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
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
  
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*
Hutcheson Jennifer L

(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)
Director 10% Owner
X Officer (give title below) Other (specify below)
EVP, Chief Financial Officer
3. Date of Earliest Transaction (Month/Day/Year)
03/15/2022
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 03/15/2022 M 831 A $0.00 12,912 D
Common Stock 03/15/2022 F 327(1) D $0.00 12,585 D
Common Stock 03/15/2022 M 741 A $0.00 13,326 D
Common Stock 03/15/2022 F 292(2) D $0.00 13,034 D
Common Stock 03/15/2022 M 449 A $0.00 13,483 D
Common Stock 03/15/2022 F 177(3) D $0.00 13,306 D
Common Stock 03/15/2022 M 625 A $0.00 13,931 D
Common Stock 03/15/2022 F 246(4) D $0.00 13,685 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 $0.00 03/15/2022 M 831 03/15/2022 03/15/2022 Common Stock 831 $0.00 0 D
Restricted Stock Units $0.00 03/15/2022 M 741 03/15/2022 03/15/2023 Common Stock 741 $0.00 733 D
Restricted Stock Units $0.00 03/15/2022 M 449 03/15/2022 03/15/2024 Common Stock 449 $0.00 897 D
Restricted Stock Units $0.00 03/15/2022 M 625 03/15/2022 03/15/2025 Common Stock 625 $0.00 1,875 D
Explanation of Responses:
1. Represents shares withheld to satisfy Mrs. Hutcheson's tax withholding obligation with respect to the 831 shares of common stock issued upon the vesting of time-based restricted stock units (including accrued dividend equivalent units payable in additional shares of common stock) on 3/15/22. Mrs. Hutcheson retained the remaining 504 shares.
2. Represents shares withheld to satisfy Mrs. Hutcheson's tax withholding obligation with respect to the 741 shares of common stock issued upon the vesting of time-based restricted stock units (including accrued dividend equivalent units payable in additional shares of common stock) on 3/15/22. Mrs. Hutcheson retained the remaining 449 shares.
3. Represents shares withheld to satisfy Mrs. Hutcheson's tax withholding obligation with respect to the 449 shares of common stock issued upon the vesting of time-based restricted stock units (including accrued dividend equivalent units payable in additional shares of common stock) on 3/15/22. Mrs. Hutcheson retained the remaining 272 shares.
4. Represents shares withheld to satisfy Mrs. Hutcheson's tax withholding obligation with respect to the 625 shares of common stock issued upon the vesting of time-based restricted stock units (including accrued dividend equivalent units payable in additional shares of common stock) on 3/15/22. Mrs. Hutcheson retained the remaining 379 shares.
Remarks:
Scott J. Lynn, Attorney-in-Fact for Jennifer L. Hutcheson 03/16/2022
** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.