FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT 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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1. Name and Address of Reporting Person * TODD CARTER R   2. Issuer Name and Ticker or Trading Symbol GAYLORD ENTERTAINMENT CO /DE [GET] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) EVP, General Counsel & Sec. (Last) (First) (Middle) ONE GAYLORD DRIVE 3. Date of Earliest Transaction (Month/Day/Year) 06/05/2012 (Street) NASHVILLE, TN 37214 4. If Amendment, Date 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 (City) (State) (Zip) 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 06/05/2012   S   4,176 D $ 38.196 (1) 4,176 (2) D   Common Stock 06/05/2012   M   2,500 A $ 20.08 6,676 (2) D   Common Stock 06/05/2012   S   2,500 D $ 38.212 (3) 4,176 (2) D   Common Stock 06/05/2012   M   2,150 A $ 34.3 6,326 (2) D   Common Stock 06/05/2012   S   2,150 D $ 38.23 (4) 4,176 (2) D

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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 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)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Stock Option (right to buy)

$ 20.08

06/05/2012

M

2,500

02/03/2011(5)

02/03/2020

Common Stock

2,500

$ 0

5,000

D

Stock Option (right to buy)

$ 34.3

06/05/2012

M

2,150

02/02/2011(6)

02/02/2021

Common Stock

2,150

$ 0

6,450

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
TODD CARTER R ONE GAYLORD DRIVE NASHVILLE, TN 37214			EVP, General Counsel & Sec.

Signatures

Carter R. Todd		06/07/2012
**Signature of Reporting Person		Date

Explanation of Responses:

*	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)	Stock price is the average of sale of stock in the range of 38.19 to 38.20
(2)	Does not include the following shares of common stock issuable upon the ultimate vesting of time-based restricted stock unit awards: 5,000 (granted on 2/4/08); 8,500 (granted on 2/3/10); and 4,500 (granted on 2/8/12). Does not include the following shares of common stock issuable upon the satisfaction of criteria with respect to performance-based restricted stock unit awards: 2,900 (granted on 2/2/11); and 4,500 (granted on 2/8/12). The restricted stock awards are subject to the terms and conditions of the applicable agreement with respect to such awards and will ultimately only be issued as provided in such agreements.
(3)	Stock price is the average of sale of stock in the range of 38.21 to 38.22
(4)	Stock price is the average of sale of stock in the range of 38.23 to 38.24
(5)	Stock option vests ratably beginning on 02/03/2010 for four years.
(6)	Stock option vests ratably beginning on 02/02/2011 for four years.

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