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
 
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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*
SEWELL D BRUCE

(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)
09/25/2015
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
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 09/25/2015 A 1,788 (1) (1) Common Stock 1,788 $0 1,788 D
Explanation of Responses:
1. On September 25, 2015, the Reporting Person was granted 1,788 Restricted Share Units, which cliff vest on September 25, 2016.
Remarks:
Exhibit List: Exhibit 24 - Power of Attorney
Jason K. Zachary, Attorney-in-Fact for D. Bruce Sewell 09/29/2015
** 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.
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                               POWER OF ATTORNEY

            Know  all  by these presents that the undersigned hereby constitutes
and  appoints  each  of David T. Shapiro, Jason K. Zachary and Mila Birnbaum and
their assigns, the undersigned's true and lawful attorney-in-fact to:

            (1)   execute   for  and  on  behalf  of  the  undersigned,  in  the
undersigned's  capacity  as  a  director  of Vail Resorts, Inc. (the "Company"),
Forms  3,  4  and 5 (or any analogous form), including amendments, 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 connection 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 undersigned, 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 attorney-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  transactions in
securities issued by the Company, unless earlier revoked by the undersigned 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 25th day of September 2015.

                                        /s/ D. Bruce Sewell
                                        -----------------------------
                                        D. Bruce Sewell