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^*

MEHRBERG RANDALL E

(Last)

(First)

(Middle)

C/O VAIL RESORTS, INC.

390 INTERLOCKEN CRESCENT

(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)
EVP & General Counsel

3. Date of Earliest Transaction (Month/Day/Year)
09/23/2014

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)

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 Unit	$0	09/23/2014		A		1,881		⁽¹⁾	⁽¹⁾	Common Stock	1,881	$0	1,881	D
Share Appreciation Right	$87.18	09/23/2014		A		11,923		⁽²⁾	09/23/2024	Common Stock	11,923	$0	11,923	D

Explanation of Responses:

1. On September 23, 2014, Reporting Person was granted 1,881 Restricted Share Units which vest in three equal annual installments beginning on September 23, 2015.

2. On September 23, 2014, Reporting Person was granted 11,923 Share Appreciation Rights which vest in three equal annual installments beginning on September 23, 2015.

Remarks:

Exhibit List: Exhibit 24 - Power of Attorney

	Jason K. Zachary, Attorney-in-Fact for Randall E. Mehrberg	09/25/2014
	** 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 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 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 23rd day of September 2014.

                                 /s/ Randall E. Mehrberg
                                 -----------------------
                                 Randall E. Mehrberg