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)

9/25/2020
(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 9/25/2020  M  794 A$0 2084 D  
Common Stock 9/25/2020  F  231 (1)D$225.26 1853 D  
Common Stock 9/27/2020  M  679 A$0 2532 D  
Common Stock 9/27/2020  F  197 (2)D$225.26 2335 D  
Common Stock 9/27/2020  M  541 A$0 2876 D  
Common Stock 9/27/2020  F  157 (3)D$225.26 2719 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
Restricted Share Unit $0.0 9/25/2020  A   2494     (4) (4)Common Stock 2494.0 $0 2494 D  
Share Appreciation Right $225.26 9/25/2020  A   10089     (5) (5)Common Stock 10089.0 $0 10089 D  
Restricted Share Unit $0.0 9/25/2020  M     794   (6) (6)Common Stock 794.0 $0 1590 D  
Restricted Share Unit $0.0 9/27/2020  M     679   (7) (7)Common Stock 679.0 $0 679 D  
Restricted Share Unit $0.0 9/27/2020  M     541   (8) (8)Common Stock 541.0 $0 0 D  

Explanation of Responses:
(1) 231 shares of common stock were withheld from the issuance of common stock to Reporting Person upon vesting of Restricted Stock Units (RSUs) in order to satisfy the Reporting Person's obligations for payment of withholding and other taxes due in connection therewith.
(2) 197 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) 157 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.
(4) On September 25, 2020, Reporting Person was granted 2,494 RSUs, which vest in three equal annual installments beginning on September 25, 2021.
(5) On September 25, 2020, Reporting Person was granted 10,089 Share Appreciation Rights, which vest in three equal annual installments beginning on September 25, 2021.
(6) On September 25, 2019, Reporting Person was granted 2,384 RSUs, which vest in three equal annual installments beginning on September 25, 2020.
(7) On September 27, 2018, Reporting Person was granted 2,038 RSUs, which vest in three equal annual installments beginning on September 27, 2019.
(8) On September 27, 2017, Reporting Person was granted 1,623 RSUs, which vested in three equal annual installments beginning on September 27, 2018.

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. Shapiro9/29/2020
**Signature of Reporting PersonDate

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