Colin V Reed Form 4 Ryman Hospitality Properties / COLIN V REED ownership change

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)
03/15/2023

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	03/15/2023		M		4,035	A	$0.00	789,753(1)	D
Common Stock	03/15/2023		F		1,588(2)	D	$0.00	788,165(1)	D
Common Stock	03/15/2023		M		4,788	A	$0.00	792,953(1)	D
Common Stock	03/15/2023		F		1,885(3)	D	$0.00	791,068(1)	D
Common Stock	03/15/2023		M		5,613	A	$0.00	796,681(1)	D
Common Stock	03/15/2023		F		2,209(4)	D	$0.00	794,472(1)	D
Common Stock	03/15/2023		M		25,217	A	$0.00	819,689(1)	D
Common Stock	03/15/2023		F		9,923(5)	D	$0.00	809,766(1)	D
Common Stock	03/15/2023		M		4,697	A	$0.00	814,463(1)	D
Common Stock	03/15/2023		F		1,849(6)	D	$0.00	812,614(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								327,249	I	By Family LLC
Common Stock								58,171	I	By Family LLC

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 Unit	$0.00	03/15/2023		M			4,035	03/15/2023	03/15/2023	Common Stock	4,035	$0.00	0	D
Restricted Stock Units	$0.00	03/15/2023		M			4,788	03/15/2023	03/15/2024	Common Stock	4,788	$0.00	4,782	D
Restricted Stock Units	$0.00	03/15/2023		M			5,613	03/15/2023	03/15/2025	Common Stock	5,613	$0.00	11,226	D
Restricted Stock Units	$0.00	03/15/2023		M			25,217	03/15/2023	03/15/2023	Common Stock	25,217	$0.00	0	D
Restricted Stock Units	$0.00	03/15/2023		M			4,697	03/15/2023	03/15/2026	Common Stock	4,687	$0.00	14,092	D

Explanation of Responses:

1. Includes 648,290 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 4,035 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 3/15/23. Mr. Reed retained the remaining 2,447 shares.

3. Represents shares withheld to satisfy Mr. Reed's tax withholding obligation with respect to the 4,788 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 3/15/23. Mr. Reed retained the remaining 2,903 shares.

4. Represents shares withheld to satisfy Mr. Reed's tax withholding obligation with respect to the 5,613 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 3/15/23. Mr. Reed retained the remaining 3,404 shares.

5. Represents shares withheld to satisfy Mr. Reed's tax withholding obligation with respect to the 25,217 shares of common stock issued upon the vesting of performance-based restricted stock units on 3/15/23. Mr. Reed retained the remaining 15,294 shares.

6. Represents shares withheld to satisfy Mr. Reed's tax withholding obligation with respect to the 4,697 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 3/15/23. Mr. Reed retained the remaining 2,848 shares.

Remarks:

	Scott J. Lynn, Attorney-in-Fact for Colin V. Reed	03/16/2023
	** Signature of Reporting Person	Date
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