SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

O'Donnell James C.

(Last)

(First)

(Middle)

390 INTERLOCKEN CRESCENT

(Street)

BROOMFIELD

80021

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/09/2017

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

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP, Hospitality, Retail & RE

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	2,084	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Share Appreciation Right⁽¹⁾	⁽²⁾	09/20/2021	Common Stock	1,607	$39.65	D
Share Appreciation Right⁽¹⁾	⁽³⁾	02/01/2022	Common Stock	3,147	$43.62	D
Share Appreciation Right⁽¹⁾	⁽⁴⁾	09/21/2022	Common Stock	5,260	$54.07	D
Share Appreciation Right⁽¹⁾	⁽⁵⁾	09/26/2023	Common Stock	6,384	$68.98	D
Restricted Share Unit⁽⁶⁾	⁽⁷⁾	⁽⁷⁾	Common Stock	42	$0.0	D
Share Appreciation Right⁽¹⁾	⁽⁸⁾	04/01/2024	Common Stock	1,328	$70.09	D
Restricted Share Unit⁽⁶⁾	⁽⁹⁾	⁽⁹⁾	Common Stock	258	$0.0	D
Restricted Share Unit⁽⁶⁾	⁽¹⁰⁾	⁽¹⁰⁾	Common Stock	199	$0.0	D
Share Appreciation Right⁽¹⁾	⁽¹¹⁾	09/23/2024	Common Stock	7,392	$87.18	D
Restricted Share Unit⁽⁶⁾	⁽¹²⁾	⁽¹²⁾	Common Stock	436	$0.0	D
Restricted Share Unit⁽⁶⁾	⁽¹³⁾	⁽¹³⁾	Common Stock	326	$0.0	D
Restricted Share Unit⁽⁶⁾	⁽¹⁴⁾	⁽¹⁴⁾	Common Stock	3,033	$0.0	D
Share Appreciation Right⁽¹⁾	⁽¹⁵⁾	09/25/2025	Common Stock	6,337	$107.42	D
Share Appreciation Right⁽¹⁾	⁽¹⁶⁾	09/23/2026	Common Stock	3,645	$160.56	D
Restricted Share Unit⁽⁶⁾	⁽¹⁷⁾	⁽¹⁷⁾	Common Stock	1,274	$0.0	D

Explanation of Responses:

1. Each Share Appreciation Right ("SAR") represents a contingent right to receive, upon vesting, an amount of shares of Issuer's common stock equal to the positive difference (if any) between the fair market value of Issuer's common stock on the exercise date and the SAR exercise price.

2. On September 20, 2011, Reporting Person was granted 1,607 SARs, which vested in three equal annual installments commencing on the first anniversary of the grant date.

3. On February 1, 2012, Reporting Person was granted 3,147 SARs, which vested in three equal annual installments commencing on the first anniversary of the grant date.

4. On September 21, 2012, Reporting Person was granted 5,260 SARs, which vested in three equal annual installments commencing on the first anniversary of the grant date.

5. On September 26, 2013, Reporting Person was granted 6,384 SARs, which vested in three equal annual installments commencing on the first anniversary of the grant date.

6. Each Restricted Share Unit ("RSU") represents a contingent right to receive one share of common stock.

7. On April 1, 2014, Reporting Person was granted 127 RSUs, which vest in three equal annual installments commencing on the first anniversary of the grant date. On April 1, 2015, 43 shares vested of which 17 shares were withheld in order to satisfy the Reporting Person's obligations for payment of withholding and other taxes due in connection therewith and 26 shares were issued. On April 1, 2016, 42 shares vested of which 16 shares were withheld in order to satisfy the Reporting Person's obligations for payment of withholding and other taxes due in connection therewith and 26 shares were issued.

8. On April 1, 2014, Reporting Person was granted 1,328 SARs, which vest in three equal annual installments commencing on the first anniversary of the grant date.

9. On September 23, 2014, Reporting Person was granted 773 RSUs, which vest in three equal annual installments commencing on the first anniversary of the grant date. On September 23, 2015, 258 shares vested of which 83 shares were withheld in order to satisfy the Reporting Person's obligations for payment of withholding and other taxes due in connection therewith and 175 shares were issued. On September 23, 2016, 257 shares vested of which 83 shares were withheld in order to satisfy the Reporting Person's obligations for payment of withholding and other taxes due in connection therewith and 174 shares were issued.

10. On September 23, 2014, Reporting Person was granted 598 RSUs, which vest in three equal annual installments commencing on the first anniversary of the grant date. On September 23, 2015, 200 shares vested of which 64 shares were withheld in order to satisfy the Reporting Person's obligations for payment of withholding and other taxes due in connection therewith and 136 shares were issued. On September 23, 2016, 199 shares vested of which 64 shares were withheld in order to satisfy the Reporting Person's obligations for payment of withholding and other taxes due in connection therewith and 135 shares were issued.

11. On September 23, 2014, Reporting Person was granted 7,392 SARs, which vest in three equal annual installments commencing on the first anniversary of the grant date.

12. On September 25, 2015, Reporting Person was granted 655 RSUs, which vest in three equal annual installments commencing on the first anniversary of the grant date. On September 25, 2016, 219 shares vested of which 71 shares were withheld in order to satisfy the Reporting Person's obligations for payment of withholding and other taxes due in connection therewith and 148 shares were issued.

13. On September 25, 2015, Reporting Person was granted 490 RSUs, which vest in three equal annual installments commencing on the first anniversary of the grant date. On September 25, 2016, 164 shares vested of which 53 shares were withheld in order to satisfy the Reporting Person's obligations for payment of withholding and other taxes due in connection therewith and 111 shares were issued.

14. On September 25, 2015, Reporting Person was granted 3,033 RSUs, which cliff vest on September 25, 2018.

15. On September 25, 2015, Reporting Person was granted 6,337 SARs, which vest in three equal annual installments commencing on the first anniversary of the grant date.

16. On September 23, 2016, Reporting Person was granted 3,645 SARs, which vest in three equal annual installments commencing on the first anniversary of the grant date.

17. On September 23, 2016, Reporting Person was granted 1,274 RSUs, which vest in three equal annual installments commencing on the first anniversary of the grant date.

Remarks:

Exhibit List: Exhibit 24 - Power of Attorney

	Emily S. Barbara, Attorney-in-Fact for James O'Donnell	03/17/2017
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.