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SEC FORM 4 SEC Form 4
FORM 4 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
or Section 30(h) of the Investment Company Act of 1940 		 
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OMB Number: 3235-0287
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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).
1. Name and Address of Reporting Person*
REED COLIN V
(Last) (First) (Middle)
ONE GAYLORD DRIVE
(Street)
NASHVILLE TN 37214
(City) (State) (Zip)
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
3. Date of Earliest Transaction (Month/Day/Year)
03/15/2021
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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 03/15/2021 M 5,536 A $0.00 826,378(1) D
Common Stock 03/15/2021 F 2,179(2) D $0.00 824,199(1) D
Common Stock 03/15/2021 M 5,020 A $0.00 829,219(1) D
Common Stock 03/15/2021 F 1,976(3) D $0.00 827,243(1) D
Common Stock 03/15/2021 M 4,019 A $0.00 831,262(1) D
Common Stock 03/15/2021 F 1,582(4) D $0.00 829,680(1) D
Common Stock 03/15/2021 M 4,767 A $0.00 834,447(1) D
Common Stock 03/15/2021 F 1,876(5) D $0.00 832,571(1) D
Common Stock 03/15/2021 M 25,235 A $0.00 857,806 D
Common Stock 03/15/2021 F 9,930(6) D $0.00 847,876 D
Common Stock 793 I By Trusts
Common Stock 185,000 I By Family LLC
Common Stock 40,000 I By Family LLC
Common Stock 343,249 I By Family LLC
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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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 (Month/Day/Year) 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: 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 03/15/2021 M 5,536 03/15/2021 03/15/2021 Common Stock 5,536 $0.00 0 D
Restricted Stock Unit $0.00 03/15/2021 M 5,020 03/15/2021 03/15/2022 Common Stock 5,020 $0.00 5,005 D
Restricted Stock Units $0.00 03/15/2021 M 4,019 03/15/2021 03/15/2023 Common Stock 4,019 $0.00 8,037 D
Restricted Stock Units $0.00 03/15/2021 M 4,767 03/15/2021 03/15/2024 Common Stock 4,767 $0.00 14,296 D
Restricted Stock Units $0.00 03/15/2021 M 25,235 03/15/2021 03/15/2021 Common Stock 25,235 $0.00 0 D
Explanation of Responses:
1. Includes 648,290 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 5,536 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 3/15/21. Mr. Reed retained the remaining 3,357 shares.
3. Represents shares withheld to satisfy Mr. Reed's tax withholding obligation with respect to the 5,020 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 3/15/21. Mr. Reed retained the remaining 3,044 shares.
4. Represents shares withheld to satisfy Mr. Reed's tax withholding obligation with respect to the 4,019 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 3/15/21. Mr. Reed retained the remaining 2,437 shares.
5. Represents shares withheld to satisfy Mr. Reed's tax withholding obligation with respect to the 4,767 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 3/15/21. Mr. Reed retained the remaining 2,891 shares.
6. Represents shares withheld to satisfy Mr. Reed's tax withholding obligation with respect to the 25,235 shares of common stock issued upon the vesting of performance-based restricted stock units on 3/15/21. Mr. Reed retained the remaining 15,305 shares.
Remarks:
Scott J. Lynn, Attorney-in-Fact for Colin V. Reed 03/16/2021
** Signature of Reporting Person Date
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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.