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*
Bennett Ryan

(Last) (First) (Middle)
390 INTERLOCKEN CRESCENT

(Street)
BROOMFIELD CO 80021

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
11/01/2021
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)
SVP & Chief Marketing Officer
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 661 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)
Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Share Unit (1) (1) Common Stock 262 0.0 D
Share Appreciation Right (2) 05/01/2029 Common Stock 317 229.99 D
Restricted Share Unit (3) (3) Common Stock 91 0.0 D
Share Appreciation Right (4) 09/25/2029 Common Stock 1,335 236.15 D
Restricted Share Unit (5) (5) Common Stock 514 0.0 D
Share Appreciation Right (6) 09/25/2030 Common Stock 1,486 225.26 D
Share Appreciation Right (7) 05/01/2031 Common Stock 446 325.16 D
Restricted Share Unit (8) (8) Common Stock 927 0.0 D
Share Appreciation Right (9) 09/24/2031 Common Stock 3,186 351.85 D
Explanation of Responses:
1. On May 1, 2019, Reporting Person was granted 787 Restricted Share Units, which vest in three equal annual installments commencing on the first anniversary of the grant date. On May 1, 2020, 263 shares vested of which 91 shares were withheld in order to satisfy the Reporting Person's obligations for payment of withholding and other taxes due in connection therewith and 172 shares were issued. On May 1, 2021, 262 shares vested of which 85 shares were withheld in order to satisfy the Reporting Person's obligations for payment of withholding and other taxes due in connection therewith and 177 shares were issued.
2. On May 1, 2019, Reporting Person was granted 317 Share Appreciation Rights, which vest in three equal annual installments commencing on the first anniversary of the grant date.
3. On September 25, 2019, Reporting Person was granted 273 Restricted Share Units, which vest in three equal annual installments commencing on the first anniversary of the grant date. On September 25, 2020, 91 shares vested of which 27 shares were withheld in order to satisfy the Reporting Person's obligations for payment of withholding and other taxes due in connection therewith and 64 shares were issued. On September 25, 2021, 91 shares vested of which 27 shares were withheld in order to satisfy the Reporting Person's obligations for payment of withholding and other taxes due in connection therewith and 64 shares were issued.
4. On September 25, 2019, Reporting Person was granted 1,335 Share Appreciation Rights, which vest in three equal annual installments commencing on the first anniversary of the grant date.
5. On September 25, 2020, Reporting Person was granted 771 Restricted Share Units, which vest in three equal annual installments commencing on the first anniversary of the grant date. On September 25, 2021, 257 shares vested of which 75 shares were withheld in order to satisfy the Reporting Person's obligations for payment of withholding and other taxes due in connection therewith and 182 shares were issued.
6. On September 25, 2020, Reporting Person was granted 1,486 Share Appreciation Rights, which vest in three equal annual installments commencing on the first anniversary of the grant date.
7. On May 1, 2021, Reporting Person was granted 446 Share Appreciation Rights, which vest in three equal annual installments commencing on the first anniversary of the grant date.
8. On September 24, 2021, Reporting Person was granted 927 Restricted Share Units, which vest in three equal annual installments commencing on the first anniversary of the grant date.
9. On September 24, 2021, Reporting Person was granted 3,186 Share Appreciation Rights, which vest in three equal annual installments commencing on the first anniversary of the grant date.
Remarks:
Exhibit List: Exhibit 24 - Power of Attorney
Lydia A. MacKenzie, Power of Attorney for Ryan Bennett 11/05/2021
** 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.
POWER OF ATTORNEY

            Know all by these presents that the undersigned hereby constitutes and appoints each of David T. Shapiro and Lydia A. MacKenzie 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 an executive officer 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 12th day of October, 2021.

                                    /s/ Ryan Bennett
                                    Ryan Bennett



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