Sec Form 4 Filing - FIORAVANTI MARK @ GAYLORD ENTERTAINMENT CO /DE - 2012-08-08

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 FIORAVANTI MARK 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 & Chief Financial Officer (Last) (First) (Middle) ONE GAYLORD DRIVE 3. Date of Earliest Transaction (MM/DD/YY) 08/08/2012 (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 08/08/2012 M 32,500 A $ 20.3 76,705 ( 1 ) D Common Stock 08/08/2012 S 32,300 D $ 38.262 ( 2 ) 44,405 ( 1 ) ( 3 ) D Common Stock 08/08/2012 S 200 D $ 38.688 ( 4 ) 44,205 ( 1 ) ( 3 ) 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) $ 20.3 08/08/2012 M 32,500 08/08/2006( 5 ) 08/08/2012 Comon Stock 32,500 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other FIORAVANTI MARK ONE GAYLORD DRIVE NASHVILLE, TN37214 SVP & Chief Financial Officer Signatures Carter R. Todd, Attorney-in-Fact for Mark Fioravanti 08/09/2012 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The exercise of the stock options and subsequent sale of shares was effected pursuant to a previously enacted Rule 10b5-1 trading plan with respect to an option scheduled to expire on 8/12/12. ( 2 )Stock sold at a price range from 37.63 to 38.62. ( 3 )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); 2,750 (granted on 6/22/09) and 9,950 (granted on 2/3/10); and 9,000 (granted on 2/8/12). Does not include the following shares of common stock issuable upon the ultimate vesting of performance-based restricted stock unit awards: 5,000 (granted on 2/2/11); and 9,000 (granted on 2/8/12). The restricted stock unit 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. ( 4 )Stock sold at a price range from 38.68 to 38.69. ( 5 )Stock option was 100% vested and exercisable on 8/12/06.

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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