Sec Form 4 Filing - TODD CARTER R @ GAYLORD ENTERTAINMENT CO /DE - 2012-06-05

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
TODD CARTER R
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)
EVP, General Counsel & Sec.
(Last) (First) (Middle)
ONE GAYLORD DRIVE
3. Date of Earliest Transaction (MM/DD/YY)
06/05/2012
(Street)
NASHVILLE, TN37214
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 06/05/2012 S 4,176 D $ 38.196 ( 1 ) 4,176 ( 2 ) D
Common Stock 06/05/2012 M 2,500 A $ 20.08 6,676 ( 2 ) D
Common Stock 06/05/2012 S 2,500 D $ 38.212 ( 3 ) 4,176 ( 2 ) D
Common Stock 06/05/2012 M 2,150 A $ 34.3 6,326 ( 2 ) D
Common Stock 06/05/2012 S 2,150 D $ 38.23 ( 4 ) 4,176 ( 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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
Stock Option (right to buy) $ 20.08 06/05/2012 M 2,500 02/03/2011( 5 ) 02/03/2020 Common Stock 2,500 $ 0 5,000 D
Stock Option (right to buy) $ 34.3 06/05/2012 M 2,150 02/02/2011( 6 ) 02/02/2021 Common Stock 2,150 $ 0 6,450 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
TODD CARTER R
ONE GAYLORD DRIVE
NASHVILLE, TN37214
EVP, General Counsel & Sec.
Signatures
Carter R. Todd 06/07/2012
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Stock price is the average of sale of stock in the range of 38.19 to 38.20
( 2 )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); 8,500 (granted on 2/3/10); and 4,500 (granted on 2/8/12). 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); and 4,500 (granted on 2/8/12). 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 )Stock price is the average of sale of stock in the range of 38.21 to 38.22
( 4 )Stock price is the average of sale of stock in the range of 38.23 to 38.24
( 5 )Stock option vests ratably beginning on 02/03/2010 for four years.
( 6 )Stock option vests ratably beginning on 02/02/2011 for four years.

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).
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