Sec Form 4 Filing - CONNOR RODERICK F JR @ Ryman Hospitality Properties, Inc. - 2012-12-19

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
CONNOR RODERICK F JR
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)
SVP & CAO
(Last) (First) (Middle)
ONE GAYLORD DRIVE
3. Date of Earliest Transaction (MM/DD/YY)
12/19/2012
(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 12/19/2012 M 8,000 A $ 8.45 14,092 ( 1 ) D
Common Stock 12/19/2012 S 8,000 D $ 37.8 6,092 ( 1 ) 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) $ 8.45 ( 2 ) 12/19/2012 M 8,000 ( 3 ) 02/04/2019 Common Stock 8,000 $ 0 6,636 ( 2 ) D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
CONNOR RODERICK F JR
ONE GAYLORD DRIVE
NASHVILLE, TN37214
SVP & CAO
Signatures
Carter R. Todd, Attorney-in-Fact for Roderick F. Connor Jr. 12/20/2012
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Does not include shares of common stock issuable upon the vesting of restricted stock units awards previously granted to Mr. Connor. Includes shares owned in the Company's 401(k) plan.
( 2 )The total number of shares issuable upon the exercise of, and the exercise price with respect to, such award has been adjusted pursuant to anti-dilution provisions contained in the issuer's equity incentive plan in connection with the special dividend declared by the Company on November 2, 2012.
( 3 )Stock option vest ratably over four years beginning on the first anniversary of the grant which was February 4, 2010.

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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