Sec Form 4 Filing - REED COLIN V @ Ryman Hospitality Properties, Inc. - 2019-01-15

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
REED COLIN V
2. Issuer Name and Ticker or Trading Symbol
Ryman Hospitality Properties, Inc. [ RHP]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chairman & CEO
(Last) (First) (Middle)
ONE GAYLORD DRIVE
3. Date of Earliest Transaction (MM/DD/YY)
01/15/2019
(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 689,256 ( 1 ) D
Common Stock 12/18/2018 G V 6,000 D $ 0 371,810 I By Family LLC 1
Common Stock 793 I By Trusts
Common Stock 185,000 I By Family LLC 2
Common Stock 40,000 I By Family LLC 3
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
Restricted Stock Units $ 0 ( 2 ) ( 2 ) Common Stock 5,344 5,344 ( 3 ) D
Restricted Stock Units $ 0 ( 4 ) ( 4 ) Common Stock 12,580 12,580 ( 3 ) D
Restricted Stock Units $ 0 ( 5 ) ( 5 ) Common Stock 15,529 15,529 ( 3 ) D
Restricted Stock Units $ 0 ( 6 ) ( 6 ) Common Stock 18,727 18,727 ( 3 ) D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
REED COLIN V
ONE GAYLORD DRIVE
NASHVILLE, TN37214
X Chairman & CEO
Signatures
Scott J. Lynn, Attorney-in-Fact for Colin V. Reed 01/15/2019
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Includes 592,476 shares beneficially owned by the executive in the form of a SERP.
( 2 )Restricted stock vests on a one-to-one share basis on March 15, 2019.
( 3 )In accordance with the terms of the reporting person's outstanding restricted stock unit awards, as a result of the $0.85 dividend per share of outstanding common stock paid by the issuer on January 15, 2019, the reporting person received additional restricted stock units in an amount based on the amount of the dividend per share and the closing price of the issuer's common stock traded on the NYSE on December 28, 2018.
( 4 )Restricted stock unit vests on a one-to-one share basis ratably in 1/4 increments beginning on March 15, 2017.
( 5 )Restricted stock unit vests on a one-to-one share basis ratably in 1/4 increments for four years beginning on March 15, 2018.
( 6 )Restricted stock unit vests on a one-to-one share basis ratably in 1/4 increments for four years beginning on March 15, 2019.

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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