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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 		 
OMB APPROVAL
OMB Number: 3235-0287
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hours per response: 0.5
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*
Chaffin Patrick S
(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)
Director 10% Owner
X Officer (give title below) Other (specify below)
EVP & COO
3. Date of Earliest Transaction (Month/Day/Year)
03/15/2024
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
Rule 10b5-1(c) Transaction Indication

  
 Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
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 03/15/2024 M 937 A $0 18,555 D
Common Stock 03/15/2024 F 369(1) D $0 18,186 D
Common Stock 03/15/2024 M 1,046 A $0 19,232 D
Common Stock 03/15/2024 F 412(2) D $0 18,820 D
Common Stock 03/15/2024 M 814 A $0 19,634 D
Common Stock 03/15/2024 F 321(3) D $0 19,313 D
Common Stock 03/15/2024 M 845 A $0 20,158 D
Common Stock 03/15/2024 F 333(4) D $0 19,825 D
Common Stock 03/15/2024 M 6,000 A $0 25,825 D
Common Stock 03/15/2024 F 2,361(5) D $0 23,464 D
Common Stock 03/15/2024 M 8,382 A $0 31,846 D
Common Stock 03/15/2024 F 3,300(6) D $0 28,546 D
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 Stock Units $0 03/15/2024 M 937 03/15/2024 03/15/2024 Common Stock 937 $0 0 D
Restricted Stock Units $0 03/15/2024 M 1,046 03/15/2024 03/15/2025 Common Stock 1,046 $0 1,044 D
Restricted Stock Units $0 03/15/2024 M 814 03/15/2024 03/15/2026 Common Stock 814 $0 1,630 D
Restricted Stock Units $0 03/15/2024 M 845 03/15/2024 03/15/2027 Common Stock 845 $0 2,533 D
Restricted Stock Units $0 03/15/2024 M 6,000 03/15/2024 03/15/2024 Common Stock 6,000 $0 0 D
Restricted Stock Units $0 03/15/2024 M 8,382 03/15/2024 03/15/2024 Common Stock 8,382 $0 0 D
Explanation of Responses:
1. Represents shares withheld to satisfy Mr. Chaffins tax withholding obligation with respect to 937 shares of common stock issued upon the vesting of time based restricted stock units (including accrued dividend equivalent units payable in additional shares of stock) on March 15, 2024. Mr. Chaffin retained the remaining 568 shares.
2. Represents shares withheld to satisfy Mr. Chaffin's tax withholding obligation with respect to 1,046 shares of common stock issued upon the vesting of time based restricted stock units (including accrued dividend equivalent units payable in additional shares of stock) on March 15, 2024. Mr. Chaffin retained the remaining 634 shares.
3. Represents shares withheld to satisfy Mr. Chaffin's tax withholding obligation with respect to 814 shares of common stock issued upon the vesting of time based restricted stock units (including accrued dividend equivalent units payable in additional shares of stock) on March 15, 2024. Mr. Chaffin retained the remaining 493 shares.
4. Represents shares withheld to satisfy Mr. Chaffin's tax withholding obligation with respect to 845 shares of common stock issued upon the vesting of time based restricted stock units (including accrued dividend equivalent units payable in additional shares of stock) on March 15, 2024. Mr. Chaffin retained the remaining 512 shares.
5. Represents shares withheld to satisfy Mr. Chaffin's tax withholding obligation with respect to 6,000 shares of common stock issued upon the vesting of performance based restricted stock units on March 15, 2024. Mr. Chaffin retained the remaining 3,639 shares.
6. Represents shares withheld to satisfy Mr. Chaffin's tax withholding obligation with respect to 8,382 shares of common stock issued upon the vesting of performance based restricted stock units on March 15, 2024. Mr. Chaffin retained the remaining 5,082 shares.
Scott J. Lynn, Attorney-in-Fact for Patrick Chaffin 03/18/2024
** 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.