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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 | ||||||||
Restricted | $ 0 | 03/15/2018 | M | 5,349 | 03/15/2018 | 03/15/2019 | Common Stock | 5,349 | $ 0 | 5,118 | D | ||||
Restricted Stock Unit | $ 0 | 03/15/2018 | M | 25,589 | 03/15/2018 | 03/15/2020 | Common Stock | 25,589 | $ 0 | 0 | D | ||||
Restricted Stock Units | $ 0 | 03/15/2018 | M | 6,243 | 03/15/2018 | 03/15/2021 | Common Stock | 6,243 | $ 0 | 12,044 | D | ||||
Restricted Stock Units | $ 0 | 03/15/2018 | M | 4,959 | 03/15/2018 | 03/15/2018 | Common Stock | 4,959 | $ 0 | 14,868 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
REED COLIN V ONE GAYLORD DRIVE NASHVILLE, TN 37214 |
X | Chairman & CEO |
Scott J. Lynn, Attorney-in-Fact for Colin V. Reed | 03/19/2018 | |
**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) | Includes 573,303 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. |
(2) | Represents shares withheld to satisfy Mr. Reed's tax withholding obligation with respect to the 5,349 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 3/15/18. Mr. Reed retained the remaining 3,244 shares. |
(3) | Represents shares withheld to satisfy Mr. Reed's tax withholding obligation with respect to the 25,589 shares of common stock issued upon the vesting of performance-based restricted stock units on 3/15/18. Mr. Reed retained the remaining 15,519 shares. |
(4) | Represents shares withheld to satisfy Mr. Reed's tax withholding obligation with respect to the 6,243 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 3/15/18. Mr. Reed retained the remaining 3,786 shares. |
(5) | Represents shares withheld to satisfy Mr. Reed's tax withholding obligation with respect to the 4,959 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 3/15/18. Mr. Reed retained the remaining 3,007 shares. |