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SEC FORM 4 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 		 
OMB APPROVAL
OMB Number: 3235-0287
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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*
KINCAID RICHARD D
(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)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
09/20/2011
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 09/21/2011 M 3,427(3) A $0 19,452 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
Restricted Share Unit $0(1) 09/20/2011 A 3,485 09/20/2012(2) 09/20/2012(2) Common Stock 3,485 $0 3,485 D
Restricted Share Unit $0(1) 09/21/2011 M 3,427 09/21/2011(3) 09/21/2011(3) Common Stock 3,427 $0 0 D
Explanation of Responses:
1. Each Restricted Share Unit represents a contingent right to receive one share of common stock.
2. On September 20, 2011, Reporting Person was granted 3,485 Restricted Share Units which vest in one installment on the first anniversary of the grant date.
3. On September 21, 2010, Reporting Person was granted 3,427 Restricted Share Units which vest in one installment on the first anniversary of the grant date.
Adam Averbach by Power of Attorney 09/22/2011
** 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 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).
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.
POWER OF ATTORNEY


             Know all by these presents that the undersigned hereby con-
stitutes and appoints each of Fiona E. Arnold, Adam Averbach and Kay
Guthrie and their assigns, the undersigned's true and lawful attorney-in-fact
to:
              (1)  execute for and on behalf of the undersigned, in the un-
dersigned's capacity as an officer and/or director of Vail Resorts, Inc. (the
"Company"), Forms 3, 4 and 5 (or any analogous form), including amend-
ments, in accordance with Section 16(a) of the Securities Exchange Act of
1934 and the rules thereunder;
              (2)  do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete and execute
any such Forms 3, 4 and 5 (or any analogous form) and timely file such
form with the United States Securities and Exchange Commission and any
stock exchange or similar authority; and
             (3)  take any other action of any type whatsoever in connec-
tion with the foregoing which, in the opinion of such attorney-in-fact, may
be of benefit to, in the best interest of, or legally required by, the under-
signed, it being understood that the documents executed by such attorney-
in-fact on behalf of the undersigned pursuant to this Power of Attorney shall
be in such form and shall contain such terms and conditions as such attor-
ney-in-fact may approve in such attorney-in-fact's discretion.
             The undersigned hereby grants to each such attorney-in-fact
full power and authority to do and perform any and every act and thing
whatsoever requisite, necessary, or proper to be done in the exercise of any
of the rights and powers herein granted, as fully to all intents and purposes
as the undersigned might or could do if personally present, with full power
of substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall
lawfully do or cause to be done by virtue of this power of attorney and the
rights and powers herein granted.  The undersigned acknowledges that the
foregoing attorneys-in-fact, in serving in such capacity at the request of the
undersigned, are not assuming, nor is the Company assuming, any of the
undersigned's responsibilities to comply with Section 16 of the Securities
Exchange Act of 1934.
             This Power of Attorney shall remain in full force and effect
until the undersigned is no longer required to file Forms 3, 4 and 5 (or any
analogous form) with respect to the undersigned's holdings of and transac-
tions in securities issued by the Company, unless earlier revoked by the un-
dersigned in a signed writing delivered to the foregoing attorneys-in-fact.


IN WITNESS WHEREOF, the undersigned has caused this
Power of Attorney to be executed as of this 20th day of September 2011.

             					/s/ Richard D. Kincaid
             					Richard D. Kincaid



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