Edgar Filing: REED COLIN V

Ownership Submission

FORM 4

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

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

REED COLIN V

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

(Last)

(First)

(Middle)

ONE GAYLORD DRIVE

3. Date of Earliest Transaction (Month/Day/Year)
03/15/2019

(Street)

NASHVILLE, TN 37214

4. If Amendment, Date 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

(City)

(State)

(Zip)

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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	03/15/2019		M		5,344	A	$ 0	700,706 ⁽¹⁾	D
Common Stock	03/15/2019		F		1,302 ⁽²⁾	D	$ 0	699,404 ⁽¹⁾	D
Common Stock	03/15/2019		M		6,286	A	$ 0	705,690 ⁽¹⁾	D
Common Stock	03/15/2019		F		1,531 ⁽³⁾	D	$ 0	704,159 ⁽¹⁾	D
Common Stock	03/15/2019		M		35,775	A	$ 0	739,934	D
Common Stock	03/15/2019		F		8,712 ⁽⁴⁾	D	$ 0	731,222	D
Common Stock	03/15/2019		M		5,233	A	$ 0	736,455 ⁽¹⁾	D
Common Stock	03/15/2019		F		1,275 ⁽⁵⁾	D	$ 0	735,180 ⁽¹⁾	D
Common Stock	03/15/2019		M		4,686	A	$ 0	739,866 ⁽¹⁾	D
Common Stock	03/15/2019		F		1,142 ⁽⁶⁾	D	$ 0	738,724 ⁽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								371,810	I	By Family LLC

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities
(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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Restricted

$ 0

03/15/2019

5,344

03/15/2019

Common Stock

5,344

$ 0

Restricted Stock Unit

$ 0

03/15/2019

6,286

03/15/2019

03/15/2020

Common Stock

6,286

$ 0

6,294

Restricted Stock Units

$ 0

03/15/2019

35,775

03/15/2019

Common Stock

35,775

$ 0

Restricted Stock Units

$ 0

03/15/2019

5,233

03/15/2019

03/15/2021

Common Stock

5,233

$ 0

10,296

Restricted Stock Units

$ 0

03/15/2019

4,686

03/15/2019

03/15/2022

Common Stock

4,686

$ 0

14,041

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
REED COLIN V ONE GAYLORD DRIVE NASHVILLE, TN 37214	X		Chairman & CEO

Signatures

Scott J. Lynn, Attorney-in-Fact for Colin V. Reed		03/15/2019
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Includes 598,562 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 5,344 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 3/15/19. Mr. Reed retained the remaining 4,042 shares.
(3)	Represents shares withheld to satisfy Mr. Reed's tax withholding obligation with respect to the 6,286 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 3/15/19. Mr. Reed retained the remaining 4,755 shares.
(4)	Represents shares withheld to satisfy Mr. Reed's tax withholding obligation with respect to the 35,775 shares of common stock issued upon the vesting of performance-based restricted stock units on 3/15/19. Mr. Reed retained the remaining 27,063 shares.
(5)	Represents shares withheld to satisfy Mr. Reed's tax withholding obligation with respect to the 5,233 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 3/15/19. Mr. Reed retained the remaining 3,958 shares.
(6)	Represents shares withheld to satisfy Mr. Reed's tax withholding obligation with respect to the 4,686 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 3/15/19. Mr. Reed retained the remaining 3,544 shares.

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