SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

RALCORP HOLDINGS INC /MO

(Last)

(First)

(Middle)

800 MARKET STREET

SUITE 2900

(Street)

ST LOUIS

63101

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
VAIL RESORTS INC [ MTN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/04/2009

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	06/04/2009		J⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾		3,503,263	D	⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾	2,690,843	I⁽⁵⁾	See Footnote (5)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction 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 (Month/Day/Year)		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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Forward Sale Contract (obligation to sell)⁽¹⁾	⁽¹⁾	06/04/2009		J⁽¹⁾			890,000	⁽¹⁾	⁽¹⁾	Common Stock	890,000	$0⁽¹⁾	0	I⁽⁵⁾	See Footnote (5)
Forward Sale Contract (obligation to sell)⁽²⁾⁽³⁾	⁽²⁾⁽³⁾	06/04/2009		J⁽²⁾⁽³⁾			985,050	⁽²⁾⁽³⁾	⁽²⁾⁽³⁾	Common Stock	985,050	$0⁽²⁾⁽³⁾	0	I⁽⁵⁾	See Footnote (5)
Forward Sale Contract (obligation to sell)⁽²⁾⁽³⁾	⁽²⁾⁽³⁾	06/04/2009		J⁽²⁾⁽³⁾			985,050	⁽²⁾⁽³⁾	⁽²⁾⁽³⁾	Common Stock	985,050	$0⁽²⁾⁽³⁾	0	I⁽⁵⁾	See Footnote (5)
Forward Sale Contract (obligation to sell)⁽⁴⁾	⁽⁴⁾	06/04/2009		J⁽⁴⁾			1,200,000	⁽⁴⁾	⁽⁴⁾	Common Stock	1,200,000	$0⁽⁴⁾	0	I⁽⁵⁾	See Footnote (5)

1. Name and Address of Reporting Person^*

RALCORP HOLDINGS INC /MO

(Last)

(First)

(Middle)

800 MARKET STREET

SUITE 2900

(Street)

ST LOUIS

63101

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

RH FINANCIAL CORP

(Last)

(First)

(Middle)

800 MARKET STREET

(Street)

ST LOUIS

63101

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

Explanation of Responses:

1. This report relates to the early settlement and termination of one tranche (Tranche A) of a forward sale contract that the Reporting Person entered into on October 31, 2005 previously reported on the Reporting Person's Form 4 dated November 22, 2005 (the "Prior Form 4"). As described therein, the forward sale contract provided that the Reporting Person would delivery a number of shares of Vail common stock (or, at the Reporting Person's option, the cash equivalent of such shares) pursuant to a specified formula. In connection with the early settlement and termination, the Reporting Person expects to deliver 787,383 shares and retain the remaining 102,617 shares that were subject to the forward sale contract on June 9, 2009. As previously reported on the Prior Form 4, the Reporting Person previously received $50,518,214.34 in consideration of the forward sale contract, a portion of which related to the shares covered by Tranche A.

2. This report relates to the early settlement and termination of both tranches of a forward sale contract that the Reporting Person entered into on March 22, 2006 previously reported on the Reporting Person's Form 4 dated April 19, 2006. As described therein, the forward sale contract provided that the Reporting Person would delivery a number of shares of Vail common stock (or, at the Reporting Person's option, the cash equivalent of such shares) pursuant to a specified formula. In connection with the early settlement and termination, the Reporting Person expects to deliver 949,392 shares and retain the remaining 35,658 shares that were subject to one tranche of the forward sale contract and deliver 861,328 shares and retain the remaining 123,722 shares that were subject to other tranche of the forward sale contract on June 9, 2009.

3. As previously reported on the Reporting Person's Form 4 dated April 19, 2006, the Reporting Person previously received $60,011,472.22 in consideration of the forward sale contract.

4. This report relates to the early settlement and termination of a forward sale contract that the Reporting Person entered into on October 20, 2006 previously reported on the Reporting Person's Form 4 dated November 6, 2006. As described therein, the forward sale contract provided that the Reporting Person would delivery a number of shares of Vail common stock (or, at the Reporting Person's option, the cash equivalent of such shares) pursuant to a specified formula. In connection with the early settlement and termination, the Reporting Person expects to deliver 905,160 shares and retain the remaining 294,840 shares that were subject to the forward sale contract on June 9, 2009. As previously reported on the Reporting Person's Form 4 dated November 6, 2006, the Reporting Person previously received $29,468,592.44 in consideration of the forward sale contract.

5. The securities are owned directly by RH Financial Corporation, a Nevada corporation and wholly-owned subsidiary of the Reporting Person. The Reporting Person is an indirect beneficial owner of the reported securities.

	/s/ Charles G. Huber, Jr., Secretary	06/08/2009
	/s/ Charles G. Huber, Jr., Secretary	06/08/2009
	** Signature of Reporting Person	Date
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).
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