SEC Form 4 · accession 0001209191-16-102709
Ryman Hospitality Properties, Inc. · RHP
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Bennett D Westbrook
Officer — SVP, Investments, D&C
Period of report
Feb 24, 2016
Accepted (ET)
Feb 26, 2016 · 1:10 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, 2016 | M | 4,500 | $0.00 | A | 33,766 | D | |
| Common StockF1 | Feb 24, 2016 | F | 1,231 | $0.00 | D | 32,535 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock Units | $0.00 | Feb 24, 2016 | M | 4,500 | D | Feb 24, 2016 | Feb 24, 2016 | Common Stock | 4,500 | 0 | D |
| Restricted Stock UnitsF2 | $0.00 | Feb 24, 2016 | A | 3,466 | A | Mar 15, 2017 | Mar 15, 2020 | Common Stock | 3,466 | 3,466 | D |
| Restricted Stock UnitsF3 | $0.00 | Feb 24, 2016 | A | 3,765 | A | Mar 15, 2019 | Mar 15, 2019 | Common Stock | 3,765 | 3,765 | D |
Explanation of responses
- F1Represents shares withheld to satisfy Mr. Westbrook's tax withholding obligation with respect to the 4,500 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. Westbrook retained the remaining 3,269 shares.
- F2Time-based restricted stock units vest ratably over four years beginning on March 15, 2017.
- F3Performance-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.