VAIL RESORTS INC — Director's Dealing 2011

Sep 22, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: VAIL RESORTS INC (MTN)
CIK: 0000812011
Period of Report: 2011-09-20

Reporting Person: KATZ ROBERT A (Director, Chief Exec.Officer & Chairman)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-09-21	Common Stock	M	3357	—	Acquired	102056	Direct
2011-09-21	Common Stock	F	1044	$39.83	Disposed	101012	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-09-20	Restricted Share Unit	$0	A	10444	Acquired	2014-09-20	Common Stock (10444)	Direct
2011-09-20	Share Appreciation Right	$39.65	A	142384	Acquired	2021-09-20	Common Stock (142384)	Direct
2011-09-20	Share Appreciation Right	$49.56	A	142384	Acquired	2021-09-20	Common Stock (142384)	Direct
2011-09-21	Restricted Share Unit	$0	M	3357	Disposed	2011-09-21	Common Stock (3357)	Direct

Footnotes

F1: Each Restricted Share Unit represents a contingent right to receive one share of common stock.

F2: On September 20, 2011, Reporting Person was granted 10,444 Restricted Share Units which vest in three equal annual installments commencing on the first anniversary of the grant date.

F3: 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.

F4: On September 20, 2011, Reporting Person was granted 142,384 SARs which vest in three equal annual installments commencing on the first anniversary of the grant date and expire 10 years from the grant date.

F5: On September 20, 2011, Reporting Person was granted 142,384 SARs which vest in three equal annual installments commencing on the first anniversary of the grant date and expire 10 years from the grant date.

F6: On September 21, 2010, Reporting Person was granted 10,070 Restricted Share Units which vest in three equal annual installments commencing on the first anniversary of the grant date.

F7: 1,044 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.