SEC Filing | Vail Resorts, Inc.

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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

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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^*

Fernandez Keith

(Last)

(First)

(Middle)

C/O VAIL RESORTS, INC.

390 INTERLOCKEN CRESCENT, STE. 1000

(Street)

BROOMFIELD

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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
President & COO, VRDC

3. Date of Earliest Transaction (Month/Day/Year)
05/31/2007

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/31/2007		M		2,339	A	$0	2,339⁽¹⁾	D
Common Stock	05/31/2007		F		727⁽²⁾	D	$59.95	1,612	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Share Units	$0⁽³⁾	05/31/2007		M			2,339⁽¹⁾	05/31/2007	05/31/2009	Common Stock	2,339	$0	4,677	D

Explanation of Responses:

1. On May 31, 2006 Reporting Person was granted 7016 Restricted Share Units 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. 727 shares of common stock were withheld from the issuance of common stock to Reporting Person upon vesting of Restricted Share Units in order to satisfy the Reporting Person's obligations for payment of withholding and other taxes due in connection therewith.

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

	Keith Fernandez	06/01/2007
	** 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.

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POWER OF ATTORNEY


               Know all by these presents that the undersigned hereby constitutes and ap-
points each of Martha D. Rehm, Fiona Arnold, 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 capacity
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 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 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 6th day of October, 2006.

               					/s/ Keith Fernandez
               					     Keith Fernandez



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