SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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^*

Lynn Scott J

(Last)

(First)

(Middle)

ONE GAYLORD DRIVE

(Street)

NASHVILLE

37214

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/01/2013

3. Issuer Name and Ticker or Trading Symbol
Ryman Hospitality Properties, Inc. [ RHP ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SVP, Secretary and GC

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	1,678	I	By 401(k)⁽¹⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Restricted Stock Unit	⁽²⁾	⁽²⁾	Common Stock	178	$0.00	D
Restricted Stock Unit	⁽³⁾	⁽³⁾	Common Stock	1,540	$0.00	D
Restricted Stock Unit	⁽⁴⁾	⁽⁴⁾	Common Stock	1,896	$0.00	D
Stock Option (Right to Buy)	⁽⁵⁾	02/09/2015	Common Stock	1,037	$32.98	D
Stock Option (Right to Buy)	⁽⁶⁾	02/08/2016	Common Stock	2,073	$36.33	D
Stock Option (Right to Buy)	⁽⁷⁾	02/07/2017	Common Stock	2,073	$46.03	D
Stock Option (Right to Buy)	⁽⁸⁾	02/04/2019	Common Stock	915	$8.45	D
Stock Option (Right to Buy)	⁽⁹⁾	02/03/2020	Common Stock	2,012	$16.47	D

Explanation of Responses:

1. Reflects the reporting person's interest in equivalent shares held by the unitized stock fund in the company's 401(k) savings plan. The unitized stock fund consists of company common stock (approximately 98%-99% of the fund value) and cash or cash equivalents (approximately 1%-2% of the fund value). The number of shares attributed to the reporting person as a 401(k) plan participant and expressed as equivalent shares has been calculated based on the closing price of company common stock as of December 31, 2012 and may change from time to time without the volition of the reporting person depending on the fair market value of the company's common stock and the amount of cash in the fund. Does not include shares issuable upon the vesting of time-based restricted stock units listed in Table II of this Form 3.

2. Restricted Stock Unit vests ratably over four years on a one-to-one basis beginning on February 3, 2011.

3. Restricted stock unit vests 50% on a one-to-one basis on February 2, 2014 and 50% on February 2, 2015.

4. Restricted stock unit vests 50% on a one-to-one basis on February 8, 2015 and 50% on February 8, 2016.

5. Stock option vests ratably over four years beginning on February 9, 2006.

6. Stock option vests ratably over four years beginning on February 8, 2007.

7. Stock option vests ratably over four years beginning on February 7, 2008.

8. Stock option vests ratably over four years beginning on February 4, 2010.

9. Stock option vests ratably over four years beginning on February 3, 2011.

Remarks:

	Scott J. Lynn	01/11/2013
	** 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 5 (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.
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