SEC Form 4 · accession 0001209191-15-018931

Ryman Hospitality Properties, Inc. · RHP

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Officer — SVP, Investments, D&C

Period of report

Feb 24, 2015

Accepted (ET)

Feb 26, 2015 · 12:11 pm EST

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001040829

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock	Feb 24, 2015	M	7,109	$0.00	A	28,061	D
Common Stock^F1	Feb 24, 2015	F	1,945	$0.00	D	26,116	D

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Restricted Stock Unit	$0.00	Feb 24, 2015	M	7,109	D	Feb 24, 2015	Feb 24, 2015	Common Stock	7,109	0	D
Restricted Stock Unit^F2	$0.00	Feb 24, 2015	A	2,822	A	Mar 15, 2015	Mar 15, 2019	Common Stock	2,822	2,822	D
Restricted Stock Unit^F3	$0.00	Feb 24, 2015	A	2,733	A	Mar 15, 2018	Mar 15, 2018	Common Stock	2,733	2,733	D

F1Represents shares withheld to satisfy Mr. Westbrook's tax withholding obligation with respect to the 7,109 shares of common stock issued upon the vesting of performance-based restricted stock units on February 24, 2015. The units, originally awarded on February 8, 2012, vested at 150% of the target level of achievement of the designated Company financial goal, as determined by the compensation committee of the Board of Directors. Mr. Westbrook retained the remaining 5,164 shares.
F2Time-based restricted stock units vest ratably over four years beginning on March 15, 2016.
F3Performance-based restricted stock units will vest on March 15, 2018 between 0% and 150% of the "target" performance level (the number of shares listed herein) based on the Company's achievement of total stockholder return relative to the median of two peer groups designated by the Company's compensation committee.