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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).
  
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Hutcheson Jennifer L

(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)
Director 10% Owner
X Officer (give title below) Other (specify below)
EVP & Chief Financial Officer
3. Date of Earliest Transaction (Month/Day/Year)
03/15/2025
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 03/15/2025 M 680 A $0 24,572 D
Common Stock 03/15/2025 F 268(1) D $0 24,304 D
Common Stock 03/15/2025 M 1,040 A $0 25,344 D
Common Stock 03/15/2025 F 410(2) D $0 24,934 D
Common Stock 03/15/2025 M 1,106 A $0 26,040 D
Common Stock 03/15/2025 F 436(3) D $0 25,604 D
Common Stock 03/15/2025 M 863 A $0 26,467 D
Common Stock 03/15/2025 F 340(4) D $0 26,127 D
Common Stock 03/15/2025 M 6,852 A $0 32,979 D
Common Stock 03/15/2025 F 2,697(5) D $0 30,282 D
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 Units $0 03/15/2025 M 680 03/15/2025 03/15/2025 Common Stock 680 $0 0 D
Restricted Stock Units $0 03/15/2025 M 1,040 03/15/2025 03/15/2026 Common Stock 1,040 $0 1,042 D
Restricted Stock Units $0 03/15/2025 M 1,106 03/15/2025 03/15/2027 Common Stock 1,106 $0 2,208 D
Restricted Stock Units $0 03/15/2025 M 863 03/15/2025 03/15/2028 Common Stock 863 $0 2,587 D
Restricted Stock Units $0 03/15/2025 M 6,852 03/15/2025 03/15/2025 Common Stock 6,852 $0 0 D
Explanation of Responses:
1. Represents shares withheld to satisfy Ms. Hutcheson's tax withholding obligation with respect to 680 shares of common stock issued upon the vesting of time based restricted stock units (including accrued dividend equivalent units payable in additional shares of stock) on March 15, 2025. Ms. Hutcheson retained the remaining 412 shares.
2. Represents shares withheld to satisfy Ms. Hutcheson's tax withholding obligation with respect to 1,040 shares of common stock issued upon the vesting of time based restricted stock units (including accrued dividend equivalent units payable in additional shares of stock) on March 15, 2025. Ms. Hutcheson retained the remaining 630 shares.
3. Represents shares withheld to satisfy Ms. Hutcheson's tax withholding obligation with respect to 1,106 shares of common stock issued upon the vesting of time based restricted stock units (including accrued dividend equivalent units payable in additional shares of stock) on March 15, 2025. Ms. Hutcheson retained the remaining 670 shares.
4. Represents shares withheld to satisfy Ms. Hutcheson's tax withholding obligation with respect to 863 shares of common stock issued upon the vesting of time based restricted stock units (including accrued dividend equivalent units payable in additional shares of stock) on March 15, 2025. Ms. Hutcheson retained the remaining 523 shares.
5. Represents shares withheld to satisfy Ms. Hutcheson's tax withholding obligation with respect to 6,852 shares of common stock issued upon the vesting of performance based restricted stock units on March 15, 2025. Ms. Hutcheson retained the remaining 4,155 shares.
Scott J. Lynn, Attorney-in-Fact for Jennifer Hutcheson 03/17/2025
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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