FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Lynch Kirsten A.
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
(Last)          (First)          (Middle)

C/O VAIL RESORTS, INC., 390 INTERLOCKEN CRESCENT
3. Date of Earliest Transaction (MM/DD/YYYY)

9/27/2019
(Street)

BROOMFIELD, CO 80021
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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  9/27/2019    M    850 (1) A $0  17060  D   
Common Stock  9/27/2019    F    247 (2) D $236.98  16813  D   
Common Stock  9/27/2019    M    958 (3) A $0  17771  D   
Common Stock  9/27/2019    F    278 (4) D $236.98  17493  D   
Common Stock  9/30/2019    M    13599  A $54.07  31092  D   
Common Stock  9/30/2019    F    7765 (5) D $0  23327  D   
Common Stock  9/30/2019    S    100  D $230.45  23227  D   
Common Stock  9/30/2019    S    1200  D $229.81 (6) 22027  D   
Common Stock  9/30/2019    S    1832  D $229.08 (7) 20195  D   
Common Stock  9/30/2019    S    2702  D $227.71 (8) 17493  D   

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: 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  9/27/2019    M        850    (1)  (1) Common Stock  850.0  $0  850  D   
Restricted Share Unit  $0.0  9/27/2019    M        958    (3)  (3) Common Stock  958.0  $0  1914  D   
Share Appreciation Right  $54.07  9/30/2019    M        13599    (9) 9/21/2022  Common Stock  13599.0  $0  0  D   

Explanation of Responses:
(1)  On September 27, 2017, Reporting Person was granted 2,550 Restricted Share Units ("RSUs") which vest in three equal annual installments beginning on September 27, 2018.
(2)  247 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 27, 2018, Reporting Person was granted 2,872 RSUs, which vest in three equal annual installments beginning on September 27, 2019.
(4)  278 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)  Shares of common stock were withheld from the issuance of common stock to the Reporting Person upon exercise in order to satisfy the Reporting Person's obligations for payment of the exercise price and withholding and other taxes due in connection therewith.
(6)  The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $229.40 to $230.39, 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 ranges set forth in this footnote.
(7)  The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $228.33 to $229.30, 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 ranges set forth in this footnote.
(8)  The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $227.18 to $228.14, 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 ranges set forth in this footnote.
(9)  The Share Appreciation Rights vested in three equal installments on September 21, 2013, 2014 and 2015.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Lynch Kirsten A.
C/O VAIL RESORTS, INC.
390 INTERLOCKEN CRESCENT
BROOMFIELD, CO 80021


EVP & Chief Marketing Officer

Signatures
Emily Barbara, Attorney-in-Fact for Kirsten A. Lynch 10/1/2019
**Signature of Reporting Person Date


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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 control number.
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