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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
REED COLIN V ONE GAYLORD DRIVE NASHVILLE, TN 37214 |
X | Chairman & CEO |
Carter R. Todd, Attorney-in-Fact for Colin V. Reed | 01/16/2009 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | Represents shares credited to the reporting person's SERP account each of which is the economic equivalent of one share of Gaylord Entertainment Company ("Gaylord") common stock. Shares credited are payable solely in shares of common stock following the reporting person's termination of employment with Gaylord, and may not be transferred by the reporting person into an alternative investment account following the reporting person's election of the common stock as the SERP's investment alternative. |
(2) | Represents weighted average price used to determine the shares of stock allocated to the reporting person's account on this date. The reporting person's SERP provides for accruals to the reporting person's account based on the weighted average purchase price of shares purchased by a rabbi trust in the open market. Such open market purchases were effected pursuant to Rule 10b5-1 trading plan adopted by the trustee on behalf of the rabbi trust. |
(3) | Includes 170,000 shares of common stock issuable upon the vesting of restricted stock units granted to Mr. Reed on February 1, 2003 (the vesting of which Mr. Reed has deferred), and 182,000 shares of common stock issuable upon the vesting of the restricted units grants to Mr. Reed on February 4, 2008. Also includes 335,800 shares credited to the reporting person's SERP account each of which is the economic equivalent of one share of Gaylord common stock and payable solely in shares of common stock following the reporting person's termination of employment with Gaylord. |
(4) | Includes 170,000 shares of common stock issuable upon the vesting of restricted stock units granted to Mr. Reed on February 1, 2003 (the vesting of which Mr. Reed has deferred), and 182,000 shares of common stock issuable upon the vesting of the restricted units grants to Mr. Reed on February 4, 2008. Also includes 385,242 shares credited to the reporting person's SERP account each of which is the economic equivalent of one share of Gaylord common stock and payable solely in shares of common stock following the reporting person's termination of employment with Gaylord |
(5) | Held as trustee for the Samuel A. Reed Trust UA December 27, 2001. |