VAIL RESORTS INC — Director's Dealing 2017

Mar 17, 2017

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: VAIL RESORTS INC (MTN)
CIK: 0000812011
Period of Report: 2017-03-09

Reporting Person: O'Donnell James C. (EVP, Hospitality, Retail & RE)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2084	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Share Appreciation Right	$39.65	2021-09-20	Common Stock (1607.0)		Direct
Share Appreciation Right	$43.62	2022-02-01	Common Stock (3147.0)		Direct
Share Appreciation Right	$54.07	2022-09-21	Common Stock (5260.0)		Direct
Share Appreciation Right	$68.98	2023-09-26	Common Stock (6384.0)		Direct
Restricted Share Unit	$0.0		Common Stock (42.0)		Direct
Share Appreciation Right	$70.09	2024-04-01	Common Stock (1328.0)		Direct
Restricted Share Unit	$0.0		Common Stock (258.0)		Direct
Restricted Share Unit	$0.0		Common Stock (199.0)		Direct
Share Appreciation Right	$87.18	2024-09-23	Common Stock (7392.0)		Direct
Restricted Share Unit	$0.0		Common Stock (436.0)		Direct
Restricted Share Unit	$0.0		Common Stock (326.0)		Direct
Restricted Share Unit	$0.0		Common Stock (3033.0)		Direct
Share Appreciation Right	$107.42	2025-09-25	Common Stock (6337.0)		Direct
Share Appreciation Right	$160.56	2026-09-23	Common Stock (3645.0)		Direct
Restricted Share Unit	$0.0		Common Stock (1274.0)		Direct

Footnotes

F1: Each Share Appreciation Right ("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.

F2: On September 20, 2011, Reporting Person was granted 1,607 SARs, which vested in three equal annual installments commencing on the first anniversary of the grant date.

F3: On February 1, 2012, Reporting Person was granted 3,147 SARs, which vested in three equal annual installments commencing on the first anniversary of the grant date.

F4: On September 21, 2012, Reporting Person was granted 5,260 SARs, which vested in three equal annual installments commencing on the first anniversary of the grant date.

F5: On September 26, 2013, Reporting Person was granted 6,384 SARs, which vested in three equal annual installments commencing on the first anniversary of the grant date.

F6: Each Restricted Share Unit ("RSU") represents a contingent right to receive one share of common stock.

F7: On April 1, 2014, Reporting Person was granted 127 RSUs, which vest in three equal annual installments commencing on the first anniversary of the grant date. On April 1, 2015, 43 shares vested of which 17 shares were withheld in order to satisfy the Reporting Person's obligations for payment of withholding and other taxes due in connection therewith and 26 shares were issued. On April 1, 2016, 42 shares vested of which 16 shares were withheld in order to satisfy the Reporting Person's obligations for payment of withholding and other taxes due in connection therewith and 26 shares were issued.

F8: On April 1, 2014, Reporting Person was granted 1,328 SARs, which vest in three equal annual installments commencing on the first anniversary of the grant date.

F9: On September 23, 2014, Reporting Person was granted 773 RSUs, which vest in three equal annual installments commencing on the first anniversary of the grant date. On September 23, 2015, 258 shares vested of which 83 shares were withheld in order to satisfy the Reporting Person's obligations for payment of withholding and other taxes due in connection therewith and 175 shares were issued. On September 23, 2016, 257 shares vested of which 83 shares were withheld in order to satisfy the Reporting Person's obligations for payment of withholding and other taxes due in connection therewith and 174 shares were issued.

F10: On September 23, 2014, Reporting Person was granted 598 RSUs, which vest in three equal annual installments commencing on the first anniversary of the grant date. On September 23, 2015, 200 shares vested of which 64 shares were withheld in order to satisfy the Reporting Person's obligations for payment of withholding and other taxes due in connection therewith and 136 shares were issued. On September 23, 2016, 199 shares vested of which 64 shares were withheld in order to satisfy the Reporting Person's obligations for payment of withholding and other taxes due in connection therewith and 135 shares were issued.

F11: On September 23, 2014, Reporting Person was granted 7,392 SARs, which vest in three equal annual installments commencing on the first anniversary of the grant date.

F12: On September 25, 2015, Reporting Person was granted 655 RSUs, which vest in three equal annual installments commencing on the first anniversary of the grant date. On September 25, 2016, 219 shares vested of which 71 shares were withheld in order to satisfy the Reporting Person's obligations for payment of withholding and other taxes due in connection therewith and 148 shares were issued.

F13: On September 25, 2015, Reporting Person was granted 490 RSUs, which vest in three equal annual installments commencing on the first anniversary of the grant date. On September 25, 2016, 164 shares vested of which 53 shares were withheld in order to satisfy the Reporting Person's obligations for payment of withholding and other taxes due in connection therewith and 111 shares were issued.

F14: On September 25, 2015, Reporting Person was granted 3,033 RSUs, which cliff vest on September 25, 2018.

F15: On September 25, 2015, Reporting Person was granted 6,337 SARs, which vest in three equal annual installments commencing on the first anniversary of the grant date.

F16: On September 23, 2016, Reporting Person was granted 3,645 SARs, which vest in three equal annual installments commencing on the first anniversary of the grant date.

F17: On September 23, 2016, Reporting Person was granted 1,274 RSUs, which vest in three equal annual installments commencing on the first anniversary of the grant date.