SEC Form 4 · accession 0001209191-16-102707
Ryman Hospitality Properties, Inc. · RHP
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Colin V Reed
Officer — Chairman & CEO · Director
Period of report
Feb 24, 2016
Accepted (ET)
Feb 26, 2016 · 1:07 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 StockF1 | Feb 24, 2016 | M | 34,500 | $0.00 | A | 968,401 | D | |
| Common StockF2,F1 | Feb 24, 2016 | F | 9,126 | $0.00 | D | 959,275 | D | |
| Common Stock | holding | — | — | — | 793 | I | By Trusts | |
| Common Stock | holding | — | — | — | 185,000 | I | By Family LLC | |
| Common Stock | holding | — | — | — | 40,000 | I | By Family LLC |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted | $0.00 | Feb 24, 2016 | M | 34,500 | D | Feb 24, 2016 | Feb 24, 2016 | Common Stock | 34,500 | 0 | D |
| Restricted Stock UnitsF3 | $0.00 | Feb 24, 2016 | A | 21,952 | A | Mar 15, 2017 | Mar 15, 2020 | Common Stock | 21,952 | 21,952 | D |
| Restricted Stock UnitsF4 | $0.00 | Feb 24, 2016 | A | 23,850 | A | Mar 15, 2019 | Mar 15, 2019 | Common Stock | 23,850 | 23,850 | D |
Explanation of responses
- F1Includes 511,356 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.
- F2Represents shares withheld to satisfy Mr. Reed's tax withholding obligation with respect to the 34,500 shares of common stock issued upon the vesting of performance-based restricted stock units (including accrued dividend equivalent units payable in additional shares of common stock) on February 24, 2016. Mr. Reed retained the remaining 25,374 shares.
- F3Time-based restricted stock units vest ratably over four years beginning on March 15, 2017.
- F4Performance-based restricted stock units will vest on March 15, 2019 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.