Statement of Changes in Beneficial Ownership (4)
October 16 2013 - 12:20PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 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
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2. Issuer Name
and
Ticker or Trading Symbol
Ryman Hospitality Properties, Inc.
[
RHP
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
Chairman, President & CEO
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(Last)
(First)
(Middle)
ONE GAYLORD DRIVE
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3. Date of Earliest Transaction
(MM/DD/YYYY)
10/15/2013
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(Street)
NASHVILLE, TN 37214
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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10/15/2013
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P
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6682
(1)
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A
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$34.79
(2)
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671577
(3)
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D
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Common Stock
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712
(4)
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I
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By Trust
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Common Stock
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185000
(5)
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I
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By Family LLC 1
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Common Stock
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80000
(6)
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I
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By Family LLC 2
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Restricted Stock Units
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$0.00
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(7)
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(7)
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Common Stock
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23887
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23887
(8)
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D
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Restricted Stock Units
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$0.00
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(9)
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(9)
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Common Stock
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54145
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54145
(8)
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D
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Restricted Stock Units
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$0.00
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(10)
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(10)
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Common Stock
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33532
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33532
(8)
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D
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Explanation of Responses:
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(
1)
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Stock was purchased by the trustee of the rabbi trust established with respect to Mr. Reed's Supplemental Executive Retirement Plan, or SERP, pursuant to previously established instructions with respect to the reinvestment of dividends paid on Company common stock.
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(
2)
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Stock was purchased at a weighted average purchase price of $34.79.
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(
3)
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Includes 471,725 shares credited to Mr. Reed's SERP account, each of which is the economic equivalent of one share of common stock and payable solely in shares of common stock following termination of employment. Does not include the following shares of common stock issuable upon the ultimate vesting of time-based restricted stock unit awards: 33,532 (granted on February 3, 2010); 54,145 (granted on February 8, 2012); and 23,887 (granted on February 14, 2013). Does not include the following shares of common stock issuable upon the satisfaction of criteria with respect to performance-based restricted stock unit awards: 28,436 (granted on February 2, 2011); 52,133 (granted on February 8, 2012); and 23,000 (granted on February 14, 2013). 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.
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(
4)
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Held as trustee for Samuel A. Reed Trust UA December 27, 2001.
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(
5)
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The securities are held by an LLC which the reporting person is President. The membership interests in the LLC are held by the reporting person and a family trust of which the reporting person's spouse is the trustee and the reporting person's spouse and sons are the beneficiaries.
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(
6)
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The securities are held by an LLC of which the reporting person is President. The membership interests in the LLC are held by the reporting person and a family trust of which the reporting person's sons are the trustees and the reporting person and his sons are beneficiaries.
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(
7)
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Restricted stock unit vests on a one-to-on share basis ratably in 1/4 increments for four years beginning on February 14, 2014.
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(
8)
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In accordance with the terms of the reporting person's outstanding restricted stock unit awards, as a result of the $0.50 dividend per share of outstanding common stock paid by the issuer on October 15, 2013, 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 September 27, 2013.
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(
9)
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Restricted stock vests on a one-to-one share basis 50% on February 8, 2015 and 50% on February 8, 2016.
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(
10)
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Restricted stock unit vests on a one-to-one share basis on February 3, 2014.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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REED COLIN V
ONE GAYLORD DRIVE
NASHVILLE, TN 37214
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X
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Chairman, President & CEO
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Signatures
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Scott J. Lynn, Attorney-in-Fact for Colin V. Reed
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10/16/2013
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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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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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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