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 *

Shapiro David T
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, General Counsel & Sec.
(Last)          (First)          (Middle)

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

12/11/2019
(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 12/11/2019  M  1539 A$109.69 2829 D  
Common Stock 12/11/2019  F  1074 (1)D$238.18 1755 D  
Common Stock 12/11/2019  M  5127 A$160.56 6882 D  
Common Stock 12/11/2019  F  4192 (1)D$238.18 2690 D  
Common Stock 12/11/2019  M  1500 A$107.42 4190 D  
Common Stock 12/11/2019  F  1039 (1)D$238.18 3151 D  
Common Stock 12/12/2019  S  1161 D$240.38 (2)1990 D  
Common Stock 12/12/2019  S  700 D$241.24 (3)1290 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 Security3. Trans. Date3A. Deemed Execution Date, if any4. 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 Date7. 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Share Appreciation Right $109.69 12/11/2019  M     1539   (4)8/1/2025 Common Stock 1539.0 $0 0 D  
Share Appreciation Right $160.56 12/11/2019  M     5127   (5)9/23/2026 Common Stock 5127.0 $0 0 D  
Share Appreciation Right $107.42 12/11/2019  M     1500   (6)9/25/2025 Common Stock 1500.0 $0 8440 D  

Explanation of Responses:
(1) Shares of common stock were withheld from the issuance of common stock to Reporting Person upon exercise of Share Appreciation Rights in order to satisfy Reporting Person's obligations for payment of the exercise price and withholding and other taxes due in connection therewith.
(2) The price is the weighted average price. These shares were sold in multiple transactions at prices ranging from $239.87 to $240.71, 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.
(3) The price is the weighted average price. These shares were sold in multiple transactions at prices ranging from $241.05 to $241.43, 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.
(4) On August 1, 2015, Reporting Person was granted 1,539 Share Appreciation Rights, which vested in three equal annual installments beginning on August 1, 2016.
(5) On September 23, 2016, Reporting Person was granted 5,127 Share Appreciation Rights, which vested in three equal annual installments beginning on September 23, 2017.
(6) On September 25, 2015, Reporting Person was granted 9,940 Share Appreciation Rights, which vested in three equal installments beginning on September 25, 2016.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Shapiro David T
C/O VAIL RESORTS, INC.
390 INTERLOCKEN CRESCENT
BROOMFIELD, CO 80021


EVP, General Counsel & Sec.

Signatures
Emily S. Barbara, Attorney-in-fact for David T. Shapiro12/13/2019
**Signature of Reporting PersonDate

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