VAIL RESORTS INC — Director's Dealing 2013

Jul 2, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: VAIL RESORTS INC (MTN)
CIK: 0000812011
Period of Report: 2013-06-28

Reporting Person: Arnold Fiona (EVP, General Counsel & Sec)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-06-28	Common Stock	M	12604	$40.09	Acquired	16890	Direct
2013-06-28	Common Stock	F	9617	$61.52	Disposed	7273	Direct
2013-06-28	Common Stock	M	3807	$16.51	Acquired	11080	Direct
2013-06-28	Common Stock	F	1913	$61.52	Disposed	9167	Direct
2013-07-01	Common Stock	S	4881	$62.6002	Disposed	4286	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-06-28	Share Appreciation Right	$40.09	M	12604	Disposed	2018-09-23	Common Stock (12604)	Direct
2013-06-28	Share Appreciation Right	$16.51	M	3807	Disposed	2019-03-10	Common Stock (3807)	Direct

Footnotes

F1: Shares of common stock were withheld from the issuance of common stock to Reporting Person upon exercise in order to satisfy Reporting Person's obligations for payment of the exercise price and withholding and other taxes due in connection therewith.

F2: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $62.50 to $62.671, inclusive. The Reporting Person undertakes to provide Vail Resorts, Inc., any security holder of Vail Resorts, Inc. or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

F3: The Share Appreciation Rights (or "SARs") vested in three equal installments on September 23, 2009, 2010 and 2011.

F4: The SARs vested in three equal installments on March 10, 2010, 2011 and 2012.