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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 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)
Exec. Chairman of the Board
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
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 4,979 A $0 749,562 D
Common Stock 03/15/2024 F 1,960(1) D $0 747,602 D
Common Stock 03/15/2024 M 5,849 A $0 753,451 D
Common Stock 03/15/2024 F 2,302(2) D $0 751,149 D
Common Stock 03/15/2024 M 4,894 A $0 756,043 D
Common Stock 03/15/2024 F 1,926(3) D $0 754,117 D
Common Stock 03/15/2024 M 2,671 A $0 756,788 D
Common Stock 03/15/2024 F 1,052(4) D $0 755,736 D
Common Stock 03/15/2024 M 34,737 A $0 790,473 D
Common Stock 03/15/2024 F 13,670(5) D $0 776,803 D
Common Stock 03/15/2024 M 47,059 A $0 823,862 D
Common Stock 03/15/2024 F 18,519(6) D $0 805,343(7) D
Common Stock 23 I By Ed Reed Trust
Common Stock 770 I By Samuel Reed Trust
Common Stock 185,000 I By Family LLC 1
Common Stock 40,000 I By Family LLC 2
Common Stock 58,171 I By Family LLC 3
Common Stock 289,325 I By Family LLC 4
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 4,979 03/15/2024 03/15/2024 Common Stock 4,979 $0 0 D
Restricted Stock Units $0 03/15/2024 M 5,849 03/15/2024 03/15/2025 Common Stock 5,849 $0 5,843 D
Restricted Stock Units $0 03/15/2024 M 4,894 03/15/2024 03/15/2026 Common Stock 4,894 $0 9,784 D
Restricted Stock Units $0 03/15/2024 M 2,671 03/15/2024 03/15/2027 Common Stock 2,671 $0 8,015 D
Restricted Stock Units $0 03/15/2024 M 34,737 03/15/2024 03/15/2024 Common Stock 34,737 $0 0 D
Restricted Stock Units $0 03/15/2024 M 47,059 03/15/2024 03/15/2024 Common Stock 47,059 $0 0 D
Explanation of Responses:
1. Represents shares withheld to satisfy Mr. Reed's tax withholding obligation with respect to 4,979 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. Reed retained the remaining 3,019 shares.
2. Represents shares withheld to satisfy Mr. Reed's tax withholding obligation with respect to 5,849 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. Reed retained the remaining 3,547 shares.
3. Represents shares withheld to satisfy Mr. Reed's tax withholding obligation with respect to 4,894 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. Reed retained the remaining 2,968 shares.
4. Represents shares withheld to satisfy Mr. Reed's tax withholding obligation with respect to 2,671 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. Reed retained the remaining 1,619 shares.
5. Represents shares withheld to satisfy Mr. Reed's tax withholding obligation with respect to 34,737 shares of common stock issued upon the vesting of performance based restricted stock units on March 15, 2024. Mr. Reed retained the remaining 21,067 shares.
6. Represents shares withheld to satisfy Mr. Reed's tax withholding obligation with respect to 47,059 shares of common stock issued upon the vesting of performance based restricted stock units on March 15, 2024. Mr. Reed retained the remaining 28,540 shares.
7. Includes 667,574 shares credited to Mr. Reed's SERP account, each of which the economic equivalent of one share of common stock and payable solely in shares of common stock following termination of employment.
Scott J. Lynn, Attorney-in-Fact for Colin V. Reed 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).
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