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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 		 
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
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*
Lynch Kirsten A.
(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)
Director 10% Owner
X Officer (give title below) Other (specify below)
EVP & Chief Marketing Officer
3. Date of Earliest Transaction (Month/Day/Year)
09/23/2016
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
Common Stock 09/23/2016 M 749(1) A $0 9,447 D
Common Stock 09/23/2016 F 240(2) D $160.56 9,207 D
Common Stock 09/25/2016 M 631(3) A $0 9,838 D
Common Stock 09/25/2016 F 203(4) D $160.56 9,635 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Share Unit $0.0 09/23/2016 M 749 (1) (1) Common Stock 749 $0 750 D
Restricted Share Unit $0.0 09/23/2016 A 2,608 (5) (5) Common Stock 2,608 $0 2,608 D
Share Appreciation Right $160.56 09/23/2016 A 7,458 (6) 09/23/2026 Common Stock 7,458 $0 7,458 D
Restricted Share Unit $0.0 09/25/2016 M 631 (3) (3) Common Stock 631 $0 1,260 D
Explanation of Responses:
1. On September 23, 2014, Reporting Person was granted 2,250 Restricted Share Units ("RSUs"), which vest in three equal annual installments beginning on September 23, 2015.
2. 240 shares of common stock were withheld from the issuance of common stock to Reporting Person upon vesting of RSUs in order to satisfy the Reporting Person's obligations for payment of withholding and other taxes due in connection therewith.
3. On September 25, 2015, Reporting Person was granted 1,891 RSUs, which vest in three equal annual installments beginning on September 25, 2016.
4. 203 shares of common stock were withheld from the issuance of common stock to Reporting Person upon vesting of RSUs in order to satisfy the Reporting Person's obligations for payment of withholding and other taxes due in connection therewith.
5. On September 23, 2016, Reporting Person was granted 2,608 RSUs, which vest in three equal annual installments beginning on September 23, 2017.
6. On September 23, 2016, Reporting Person was granted 7,458 Share Appreciation Rights, which vest in three equal annual installments beginning on September 23, 2017.
Remarks:
Exhibit List: Exhibit 24 - Power of Attorney
Emily Barbara, Attorney-in-Fact for Kirsten A. Lynch 09/27/2016
** 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.
                                POWER OF ATTORNEY


                  Know all by these presents, that the undersigned hereby
constitutes and appoints each of David T. Shapiro, Emily Barbara 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 3rd day of June 2016.



                                   /S/ Kirsten A. Lynch
                                   --------------------------
                                   Kirsten A. Lynch