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* SCHOPPET MARK L (Last) (First) (Middle) C/O VAIL RESORTS, INC. 390 INTERLOCKEN CRESCENT (Street) BROOMFIELD CO 80021 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 10/06/2008	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) Chief Accounting 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	2,874	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
Option to Purchase	11/08/2006(1)	11/08/2015(1)	Common Stock	20,000	34.37	D
Restricted Share Unit	11/08/2008(2)	11/08/2008(2)	Common Stock	1,667	0(3)	D
Share Appreciation Rights(4)	10/04/2007(5)	10/04/2016(5)	Common Stock	8,007	39.72	D
Restricted Share Unit	10/04/2009(6)	10/04/2009(6)	Common Stock	312	0(3)	D
Share Appreciation Rights(4)	09/25/2008(7)	09/25/2017(7)	Common Stock	5,798	60.05	D
Restricted Share Unit	09/25/2009(8)	09/25/2010(8)	Common Stock	427	0(3)	D
Share Appreciation Rights(4)	09/23/2009(9)	09/23/2018(9)	Common Stock	9,217	40.09	D
Restricted Share Unit	09/23/2009(10)	09/23/2011(10)	Common Stock	957	0(3)	D

Explanation of Responses:

1. On November 8, 2005, Reporting Person was granted 20,000 Employee Stock Options which vest in three equal annual installments commencing on the first anniversary of the grant date and expire 10 years from the grant date.

2. On November 8, 2005, Reporting Person was granted 5,000 Restricted Share Units which vest in three equal annual installments commencing on the first anniversary of the grant date. On November 8, 2006, the first tranche vested, 1,667shares vested, 518 shares withheld for taxes and 1,149 shares issued. On November 8, 2007, the second tranche vested, 1,666 shares vested, 518 shares withheld for taxes and 1,148 shares issued.

3. Each Restricted Share Unit represents a contingent right to receive one share of common stock.

4. Each Share Appreciation Right (each, a "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, divided by the fair market value of Issuer's common stock on the exercise date.

5. On October 4, 2006, Reporting Person was granted 8,007 SAR's which vest in three equal annual installments commencing on the first anniversary of the grant date and expire 10 years from the grant date.

6. On October 4, 2006 Reporting Person was granted 936 Restricted Share Units which vest in three equal annual installments commencing on the first anniversary of the grant date. On October 4, 2007, the first tranche vested, 312 shares vested, 97 shares withheld for taxes and 215 shares issued. On October 4, 2008, the second tranche vested, 312 shares vested, 97 shares withheld for taxes and 215 shares issued.

7. On September 25, 2007, Reporting Person was granted 5,798 SAR's which vest in three equal annual installments commencing on the first anniversary of the grant date and expire 10 years from the grant date.

8. On September 25, 2007, Reporting Person was granted 641 Restricted Share Units which vest in three equal annual installments commencing on the first anniversary of the grant date. On September 25, 2008, 214 shares vested, 67 shares withheld for taxes and 147 shares issued.

9. On September 23, 2008, Reporting Person was granted 9,217 SAR's which vest in three equal annual installments commencing on the first anniversary of the grant date and expire 10 years from the grant date.

10. On September 23, 2008, Reporting Person was granted 957 Restricted Share Units which vest in three equal annual installments commencing on the first anniversary of the grant date.

	Mark L. Schoppet	10/15/2008
	** 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 ap-
points each of Fiona E. Arnold, Sean Arend and Kay Guthrie and their assigns, the under-
signed's true and lawful attorney-in-fact to:
                (1)  execute for and on behalf of the undersigned, in the undersigned's capac-
ity as an officer and/or 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 Securi-
ties 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 Ex-
change Commission and any stock exchange or similar authority; and
               (3)  take any other action of any type whatsoever in connection with the fore-
going 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 ap-
prove in such attorney-in-fact's discretion.
               The undersigned hereby grants to each such attorney-in-fact full power and au-
thority 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 under-
signed 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 10th day of October 2008.

               				/s/ Mark L. Schoppet
               				     Mark L. Schoppet


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