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).
1. Name and Address of Reporting Person*
Westbrook Bennett D
(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 Development Officer
3. Date of Earliest Transaction (Month/Day/Year)
09/01/2020
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 09/01/2020 M 847 A $0.00 30,872 D
Common Stock 09/01/2020 F 334(1) D $0.00 30,538 D
Common Stock 09/01/2020 M 802 A $0.00 31,340 D
Common Stock 09/01/2020 F 316(2) D $0.00 31,024 D
Common Stock 09/01/2020 M 670 A $0.00 31,694 D
Common Stock 09/01/2020 F 264(3) D $0.00 31,430 D
Common Stock 09/01/2020 M 898 A $0.00 32,328 D
Common Stock 09/01/2020 F 354(4) D $0.00 31,974 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 $0.00 09/01/2020 M 847 09/01/2020 09/01/2020 Common Stock 847 $0.00 0 D
Restricted Stock Unit $0.00 09/01/2020 M 802 09/01/2020 09/01/2020 Common Stock 802 $0.00 0 D
Restricted Stock Units $0.00 09/01/2020 M 670 09/01/2020 09/01/2020 Common Stock 670 $0.00 0 D
Restricted Stock Units $0.00 09/01/2020 M 898 09/01/2020 09/01/2020 Common Stock 898 $0.00 0 D
Explanation of Responses:
1. Represents shares withheld to satisfy Mr. Westbrook's tax withholding obligation with respect to the 847 shares of common stock issued upon the vesting of time-based restricted stock units (including accrued dividend equivalent units payable in additional shares of common stock) on 9/1/20 upon the termination of Mr. Westbrook's employment pursuant to the terms of Mr. Westbrook's employment agreement. Mr. Westbrook retained the remaining 513 shares.
2. Represents shares withheld to satisfy Mr. Westbrook's tax withholding obligation with respect to the 802 shares of common stock issued upon the vesting of time-based restricted stock units (including accrued dividend equivalent units payable in additional shares of common stock) on 9/1/20 upon the termination of Mr. Westbrook's employment pursuant to the terms of Mr. Westbrook's employment agreement. Mr. Westbrook retained the remaining 486 shares.
3. Represents shares withheld to satisfy Mr. Westbrook's tax withholding obligation with respect to the 670 shares of common stock issued upon the vesting of performance-based restricted stock units on 9/1/20 upon the termination of Mr. Westbrook's employment pursuant to the terms of Mr. Westbrook's employment agreement. Mr. Westbrook retained the remaining 406 shares.
4. Represents shares withheld to satisfy Mr. Westbrook's tax withholding obligation with respect to the 898 shares of common stock issued upon the vesting of time-based restricted stock units (including accrued dividend equivalent units payable in additional shares of common stock) on 9/1/20 upon the termination of Mr. Westbrook's employment pursuant to the terms of Mr. Westbrook's employment agreement. Mr. Westbrook retained the remaining 544 shares.
Remarks:
Scott J. Lynn, Attorney-in-Fact for Bennett Westbrook 09/01/2020
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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