SEC Form 4 · accession 0001209191-15-018936
Ryman Hospitality Properties, Inc. · RHP
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Colin V Reed
Officer — Chairman, President & CEO · Director
Period of report
Feb 24, 2015
Accepted (ET)
Feb 26, 2015 · 12:20 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 | 78,200 | $0.00 | A | 414,946 | D | |
| Common StockF1 | Feb 24, 2015 | F | 21,388 | $0.00 | D | 393,558 | D | |
| Common Stock | holding | — | — | — | 185,000 | I | By Family LLC | |
| Common Stock | holding | — | — | — | 40,000 | I | By Family LLC | |
| Common Stock | holding | — | — | — | 793 | I | By Trusts |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitF1 | $0.00 | Feb 24, 2015 | M | 78,200 | D | Feb 24, 2015 | Feb 24, 2015 | Common Stock | 78,200 | 0 | D |
| Restricted Stock UnitF2 | $0.00 | Feb 24, 2015 | A | 17,989 | A | Mar 15, 2016 | Mar 15, 2019 | Common Stock | 17,989 | 17,989 | D |
| Restricted Stock UnitF3 | $0.00 | Feb 24, 2015 | A | 17,059 | A | Mar 15, 2018 | Mar 15, 2018 | Common Stock | 17,059 | 17,059 | D |
Explanation of responses
- F1Represents shares withheld to satisfy Mr. Reed's tax withholding obligation with respect to the 78,200 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. Reed retained the remaining 56,812 shares.
- F2Time-based resticted 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.