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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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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Ryman Hospitality Properties, Inc. [ RHP ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/15/2023 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 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 | 03/15/2023 | M | 4,035 | A | $0.00 | 789,753(1) | D | |||
Common Stock | 03/15/2023 | F | 1,588(2) | D | $0.00 | 788,165(1) | D | |||
Common Stock | 03/15/2023 | M | 4,788 | A | $0.00 | 792,953(1) | D | |||
Common Stock | 03/15/2023 | F | 1,885(3) | D | $0.00 | 791,068(1) | D | |||
Common Stock | 03/15/2023 | M | 5,613 | A | $0.00 | 796,681(1) | D | |||
Common Stock | 03/15/2023 | F | 2,209(4) | D | $0.00 | 794,472(1) | D | |||
Common Stock | 03/15/2023 | M | 25,217 | A | $0.00 | 819,689(1) | D | |||
Common Stock | 03/15/2023 | F | 9,923(5) | D | $0.00 | 809,766(1) | D | |||
Common Stock | 03/15/2023 | M | 4,697 | A | $0.00 | 814,463(1) | D | |||
Common Stock | 03/15/2023 | F | 1,849(6) | D | $0.00 | 812,614(1) | 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 | 327,249 | I | By Family LLC | |||||||
Common Stock | 58,171 | I | By Family LLC |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 Stock Unit | $0.00 | 03/15/2023 | M | 4,035 | 03/15/2023 | 03/15/2023 | Common Stock | 4,035 | $0.00 | 0 | D | ||||
Restricted Stock Units | $0.00 | 03/15/2023 | M | 4,788 | 03/15/2023 | 03/15/2024 | Common Stock | 4,788 | $0.00 | 4,782 | D | ||||
Restricted Stock Units | $0.00 | 03/15/2023 | M | 5,613 | 03/15/2023 | 03/15/2025 | Common Stock | 5,613 | $0.00 | 11,226 | D | ||||
Restricted Stock Units | $0.00 | 03/15/2023 | M | 25,217 | 03/15/2023 | 03/15/2023 | Common Stock | 25,217 | $0.00 | 0 | D | ||||
Restricted Stock Units | $0.00 | 03/15/2023 | M | 4,697 | 03/15/2023 | 03/15/2026 | Common Stock | 4,687 | $0.00 | 14,092 | 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 4,035 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 3/15/23. Mr. Reed retained the remaining 2,447 shares. |
3. Represents shares withheld to satisfy Mr. Reed's tax withholding obligation with respect to the 4,788 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 3/15/23. Mr. Reed retained the remaining 2,903 shares. |
4. Represents shares withheld to satisfy Mr. Reed's tax withholding obligation with respect to the 5,613 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 3/15/23. Mr. Reed retained the remaining 3,404 shares. |
5. Represents shares withheld to satisfy Mr. Reed's tax withholding obligation with respect to the 25,217 shares of common stock issued upon the vesting of performance-based restricted stock units on 3/15/23. Mr. Reed retained the remaining 15,294 shares. |
6. Represents shares withheld to satisfy Mr. Reed's tax withholding obligation with respect to the 4,697 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 3/15/23. Mr. Reed retained the remaining 2,848 shares. |
Remarks: |
Scott J. Lynn, Attorney-in-Fact for Colin V. Reed | 03/16/2023 | |
** 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. |