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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 | |
TRT Holdings Inc 600 EAST LAS COLINAS BLVD. SUITE 1900 IRVING, TX 75039 |
X | |||
Rowling Robert B. 600 EAST LAS COLINAS BLVD. SUITE 1900 IRVING, TX 75039 |
X |
/s/ Terrell T Philen, Jr., Senior Vice President, Chief Financial Officer and Treasurer | 07/16/2008 | |
**Signature of Reporting Person | Date | |
/s/ Terrell T Philen, Jr., as Attorney-in-Fact for Robert B. Rowling | 07/16/2008 | |
**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) | The reported securities are owned directly by TRT Holdings, Inc. Robert B. Rowling indirectly beneficially owns the reported securities due to his ownership of all of the Class B shares of Common Stock of TRT Holdings, Inc. |
(2) | On July 14, 2008, TRT Holdings, Inc. ("TRT") purchased 608,400 shares of the common stock of Gaylord Entertainment Company ("GEC Common Stock"), after TRT had already acquired ownership of an aggregate of 4,084,700 shares of GEC Common Stock, which represents over 10.00% of the 40,846,444 shares of GEC Common Stock outstanding as of May 1, 2008, according to Gaylord Entertainment Company's Quarterly Report on Form 10-Q filed on May 9, 2008. Of those 608,400 shares, 484,900 shares were acquired in 2,628 open market purchases, at prices ranging from $19.86 to $20.82 per share, with a weighted-average per-share price of $20.2494, and 123,500 shares were acquired in 566 open market purchases, at prices ranging from $20.91 to $21.35 per share, with a weighted-average per-share price of $21.1939. |
(3) | TRT agrees to provide, upon request by the Securities Exchange Commission, Gaylord Entertainment Company, or a holder of GEC Common Stock, full information regarding the number of shares purchased at each separate price. |