Statement of Changes in Beneficial Ownership (4)
March 17 2020 - 4:38PM
Edgar (US Regulatory)
FORM 4
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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 OF SECURITIES
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3235-0287
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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
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REED COLIN V |
2. Issuer Name and Ticker or Trading Symbol
Ryman Hospitality Properties, Inc.
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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 & CEO |
(Last)
(First)
(Middle)
ONE GAYLORD DRIVE |
3. Date of Earliest Transaction
(MM/DD/YYYY)
3/15/2020 |
(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 | 3/15/2020 | | M | | 6569 | A | $0.00 | 755827 (1) | D | |
Common Stock | 3/15/2020 | | F | | 2585 (2) | D | $0.00 | 753242 (1) | D | |
Common Stock | 3/15/2020 | | M | | 5354 | A | $0.00 | 758596 (1) | D | |
Common Stock | 3/15/2020 | | F | | 2107 (3) | D | $0.00 | 756489 (1) | D | |
Common Stock | 3/15/2020 | | M | | 28217 | A | $0.00 | 784706 | D | |
Common Stock | 3/15/2020 | | F | | 11104 (4) | D | $0.00 | 773602 | D | |
Common Stock | 3/15/2020 | | M | | 4891 | A | $0.00 | 778493 (1) | D | |
Common Stock | 3/15/2020 | | F | | 1925 (5) | D | $0.00 | 776568 (1) | D | |
Common Stock | 3/15/2020 | | M | | 3915 | A | $0.00 | 780483 (1) | D | |
Common Stock | 3/15/2020 | | F | | 1541 (6) | D | $0.00 | 778942 (1) | D | |
Common Stock | | | | | | | | 793 | I | By Trusts |
Common Stock | | | | | | | | 185000 | I | By Family LLC |
Common Stock | | | | | | | | 40000 | I | By Family LLC |
Common Stock | | | | | | | | 371810 | I | By Family LLC |
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) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 7. Title and Amount of Securities Underlying Derivative Security (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 | $0.00 | 3/15/2020 | | M | | | 6569 | 3/15/2020 | 3/15/2020 | Common Stock | 6569 | $0.00 | 0 | D | |
Restricted Stock Unit | $0.00 | 3/15/2020 | | M | | | 5354 | 3/15/2020 | 3/15/2021 | Common Stock | 5354 | $0.00 | 5394 | D | |
Restricted Stock Units | $0.00 | 3/15/2020 | | M | | | 28219 | 3/15/2020 | 3/15/2020 | Common Stock | 28219 | $0.00 | 0 | D | |
Restricted Stock Units | $0.00 | 3/15/2020 | | M | | | 4891 | 3/15/2020 | 3/15/2022 | Common Stock | 4891 | $0.00 | 9767 | D | |
Restricted Stock Units | $0.00 | 3/15/2020 | | M | | | 3915 | 3/15/2020 | 3/15/2023 | Common Stock | 3915 | $0.00 | 11745 | D | |
Explanation of Responses: |
(1) | Includes 626,390 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. |
(2) | Represents shares withheld to satisfy Mr. Reed's tax withholding obligation with respect to the 6,569 shares of common stock issued upon the vesting of time-based restricted stock units (including accrued dividend equivalent units payable in additional shares of common stock) on 3/15/20. Mr. Reed retained the remaining 3,984 shares. |
(3) | Represents shares withheld to satisfy Mr. Reed's tax withholding obligation with respect to the 5,354 shares of common stock issued upon the vesting of time-based restricted stock units (including accrued dividend equivalent units payable in additional shares of common stock) on 3/15/20. Mr. Reed retained the remaining 3,247 shares. |
(4) | Represents shares withheld to satisfy Mr. Reed's tax withholding obligation with respect to the 28,217 shares of common stock issued upon the vesting of performance-based restricted stock units on 3/15/20. Mr. Reed retained the remaining 17,113 shares. |
(5) | Represents shares withheld to satisfy Mr. Reed's tax withholding obligation with respect to the 4,891 shares of common stock issued upon the vesting of time-based restricted stock units (including accrued dividend equivalent units payable in additional shares of common stock) on 3/15/20. Mr. Reed retained the remaining 2,966 shares. |
(6) | Represents shares withheld to satisfy Mr. Reed's tax withholding obligation with respect to the 3,915 shares of common stock issued upon the vesting of time-based restricted stock units (including accrued dividend equivalent units payable in additional shares of common stock) on 3/15/20. Mr. Reed retained the remaining 2,374 shares. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
REED COLIN V ONE GAYLORD DRIVE NASHVILLE, TN 37214 | X |
| Chairman & CEO |
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Signatures
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Scott J. Lynn, Attorney-in-Fact for Colin V. Reed | | 3/17/2020 |
**Signature of Reporting Person | Date |
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