Vail Resorts (MTN) Form 4 VAIL RESORTS / Michael Z Barkin ownership change

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^*

Barkin Michael Z

(Last) (First) (Middle)

C/O VAIL RESORTS INC.

390 INTERLOCKEN CRESCENT

(Street)

BROOMFIELD CO 80021

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
VAIL RESORTS INC [ MTN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
EVP & Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
10/09/2017

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	10/09/2017		M		1,457	A	$50.11	14,015	D
Common Stock	10/09/2017		F		799(1)	D	$216.56	13,216	D
Common Stock	10/09/2017		M		7,891	A	$54.07	21,107	D
Common Stock	10/09/2017		F		4,729(1)	D	$216.56	16,378	D
Common Stock	10/09/2017		M		3,651	A	$60.67	20,029	D
Common Stock	10/09/2017		F		2,248(1)	D	$216.56	17,781	D
Common Stock	10/09/2017		M		7,500	A	$68.98	25,281	D
Common Stock	10/09/2017		F		4,770(1)	D	$216.56	20,511	D
Common Stock	10/10/2017		S		3,771(2)	D	$216.23	16,740	D
Common Stock	10/10/2017		S		4,182(3)	D	$216.84	12,558	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
Share Appreciation Right	$50.11	10/09/2017		M			1,457	(4)	07/30/2022	Common Stock	1,457	$0	0	D
Share Appreciation Right	$54.07	10/09/2017		M			7,891	(5)	09/21/2022	Common Stock	7,891	$0	0	D
Share Appreciation Right	$60.67	10/09/2017		M			3,651	(6)	04/08/2023	Common Stock	3,651	$0	0	D
Share Appreciation Right	$68.98	10/09/2017		M			7,500	(7)	09/26/2023	Common Stock	7,500	$0	6,656	D

Explanation of Responses:

1. Shares of common stock were withheld from the issuance of common stock to the Reporting Person upon exercise in order to satisfy the Reporting Person's obligations for payment of the exercise price and withholding and other taxes due in connection therewith.

2. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $215.70 to $216.48, inclusive. The Reporting Person undertakes to provide Vail Resorts, Inc., any security holder of Vail Resorts, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.

3. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $216.50 to $217.25, inclusive. The Reporting Person undertakes to provide Vail Resorts, Inc., any security holder of Vail Resorts, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.

4. The Share Appreciation Rights vested in three equal installments on July 30, 2013, 2014 and 2015.

5. The Share Appreciation Rights vested in three equal installments on September 21, 2013, 2014 and 2015.

6. The Share Appreciation Rights vested in three equal installments on April 8, 2014, 2015 and 2016.

7. The Share Appreciation Rights vested in three equal installments on September 26, 2014, 2015 and 2016.

Remarks:

	Emily S. Barbara, Attorney-in-Fact for Michael Z. Barkin	10/11/2017
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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