Sec Form 4 Filing - TRT Holdings Inc @ GAYLORD ENTERTAINMENT CO /DE - 2012-08-16

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 TRT Holdings Inc 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) (Last) (First) (Middle) 600 EAST LAS COLINAS BLVD, SUITE 1900 3. Date of Earliest Transaction (MM/DD/YY) 08/16/2012 (Street) IRVING, TX75039 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ 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 08/16/2012 S 5,643,129 D $ 39 ( 1 ) 0 D Common Stock 4,500 ( 2 ) I See Footnote ( 2 )

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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other TRT Holdings Inc 600 EAST LAS COLINAS BLVD SUITE 1900 IRVING, TX75039 X Rowling Robert B. 600 EAST LAS COLINAS BLVD SUITE 1900 IRVING, TX75039 X Signatures /s/ Michael G. Smith, Senior Vice President Real Estate and General Counsel of TRT Holdings, Inc. 08/16/2012 Signature of Reporting Person Date /s/ Michael G. Smith, as Attorney-in-Fact for Robert B. Rowling 08/16/2012 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This amount represents the $40.00 secondary public offering price per share of the common stock sold by TRT Holdings, Inc. less the underwriting discount of $1.00 per share. ( 2 )Robert B. Rowling was the indirect beneficial owner of the 5,643,129 shares sold by TRT Holdings, Inc. due to his ownership of the Class B shares of TRT Holdings, Inc. and is the direct beneficial owner of 4,500 shares of common stock.

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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