0001209191-12-059032.txt : 20121221 0001209191-12-059032.hdr.sgml : 20121221 20121221153246 ACCESSION NUMBER: 0001209191-12-059032 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20121221 FILED AS OF DATE: 20121221 DATE AS OF CHANGE: 20121221 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: REED COLIN V CENTRAL INDEX KEY: 0001066725 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-13079 FILM NUMBER: 121281169 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Ryman Hospitality Properties, Inc. CENTRAL INDEX KEY: 0001040829 STANDARD INDUSTRIAL CLASSIFICATION: HOTELS & MOTELS [7011] IRS NUMBER: 730664379 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: ONE GAYLORD DR CITY: NASHVILLE STATE: TN ZIP: 37214 BUSINESS PHONE: 6153166000 MAIL ADDRESS: STREET 1: ONE GAYLORD DRIVE CITY: NASHVILLE STATE: TN ZIP: 37214 FORMER COMPANY: FORMER CONFORMED NAME: GAYLORD ENTERTAINMENT CO /DE DATE OF NAME CHANGE: 19971002 FORMER COMPANY: FORMER CONFORMED NAME: NEW GAYLORD ENTERTAINMENT CO DATE OF NAME CHANGE: 19970611 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2012-12-21 0 0001040829 Ryman Hospitality Properties, Inc. RHP 0001066725 REED COLIN V ONE GAYLORD DRIVE NASHVILLE TN 37214 1 1 0 0 Chairman, President & CEO Common Stock 2012-12-21 4 J 0 113685 0.00 A 872039 D Common Stock 2012-12-21 4 J 0 82 0.00 A 712 I By Trust Stock Option (Right to Buy) 23.79 2014-02-05 Common Stock 91475 91475 D Stock Option (Right to Buy) 16.47 2020-02-03 Common Stock 109161 109116 D Stock Option (Right to Buy) 28.13 2021-02-02 Common Stock 85377 85377 D Stock Option (Right to Buy) 24.40 2022-02-08 Common Stock 71351 71351 D Restricted Stock Units 0.00 Common Stock 53910 53910 D Restricted Stock Units 0.00 Common Stock 32287 32287 D Restricted Stock Units 0.00 Common Stock 28436 28436 D Restricted Stock Units 0.00 Common Stock 52133 52133 D Restricted Stock Units 0.00 Common Stock 52133 52133 D On December 21, 2012, the Issuer paid a special dividend to stockholders of record on November 13, 2012. As a result of the special dividend, Mr. Reed received 42,481 shares of common stock on December 21, 2012 with respect to shares held directly by Mr. Reed. As a result of the special dividend, the SERP established for Mr. Reed received 71,204 shares of common stock on December 21, 2012. Does not include shares of common stock issuable upon the potential vesting of restricted stock units, which are reported in Table II. Includes 456,446 shares credited to Mr. Reed's SERP account, which is the economic equivalent of one share of common stock and is payable solely in shares of common stock following termination of employment. Each of these stock options grants vested ratably over four years beginning on the first anniversary date of the grant. In connection with the special dividend paid on December 21, 2012, the previously reported stock options were adjusted pursuant to anti-dilution provisions contained in the Issuer's equity incentive plans, and the amounts reported reflect such adjustments. The adjustments were based on the ratio between the unadjusted closing trading price on the NYSE of a share of the Issuer's common stock on the date prior to the ex-dividend date, and the opening price on the NYSE on the ex-dividend date. This stock option grant vests ratably in 50% increments on February 8, 2015 and February 8, 2016. The time-based restricted stock units were granted on February 4, 2008 and will vest on December 31, 2012 (subject to the terms of the applicable grant agreement). In connection with the special dividend paid on December 21, 2012, the previously reported restricted stock units were adjusted pursuant to anti-dilution provisions that applied to restricted stock units pursuant to the Issuer's equity incentive plans. For each share underlying the restricted stock units, the reporting person received additional restricted stock units equal to 0.1848316 of a share, subject to the same vesting and other restrictions as the original award. The amount listed in this column reflects the total number of shares issuable upon vesting of the award following such adjustment. The time-based restricted stock units were granted on February 3, 2010 and will vest on February 3, 2014 (subject to the terms of the applicable grant agreement). The performance-based restricted stock units were granted on February 2, 2011, and some, all or none of the units will vest in accordance with the satisfaction of designated performance targets on February 2, 2014 (subject to the terms of the applicable grant agreement). The time-based restricted stock units were granted on February 8, 2012 and will vest 50% on February 8, 2015 and 50% on February 8, 2016 (subject to the terms of the applicable grant agreement). The performance-based restricted stock units were granted on February 8, 2012, and some, all or none of the units will vest in accordance with the satisfaction of designated performance targets on February 8, 2015 (subject to the terms of the applicable grant agreement). Carter R. Todd, Attorney-in-Fact for Colin V. Reed 2012-12-21