SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person* Rock William (Last) (First) (Middle) C/O VAIL RESORTS, INC. 390 INTERLOCKEN CRESCENT (Street) BROOMFIELD CO 80021 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 05/01/2023	3. Issuer Name and Ticker or Trading Symbol VAIL RESORTS INC [ MTN ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) President, Mountain Division	5. If Amendment, Date of Original Filed (Month/Day/Year)
			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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	5,589	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Share Appreciation Right	(1)	09/25/2025	Common Stock	6,337	$107.42	D
Share Appreciation Right	(2)	09/23/2026	Common Stock	4,419	$160.56	D
Share Appreciation Right	(3)	09/27/2027	Common Stock	3,041	$228.04	D
Share Appreciation Right	(4)	09/27/2028	Common Stock	2,475	$286.13	D
Share Appreciation Right	(5)	09/25/2029	Common Stock	4,288	$236.15	D
Share Appreciation Right	(6)	09/25/2030	Common Stock	4,774	$225.26	D
Share Appreciation Right	(7)	09/24/2031	Common Stock	2,528	$351.85	D
Share Appreciation Right	(8)	09/29/2032	Common Stock	4,682	$213.55	D
Restricted Share Unit	(9)	(9)	Common Stock	114	$0.00	D
Restricted Share Unit	(10)	(10)	Common Stock	491	$0.00	D
Restricted Share Unit	(11)	(11)	Common Stock	1,344	$0.00	D

Explanation of Responses:

1. On September 25, 2015, Reporting Person was granted 6,337 Share Appreciation Rights, which vest in three equal annual installments commencing on the first anniversary of the grant date.

2. On September 23, 2016, Reporting Person was granted 4,419 Share Appreciation Rights, which vest in three equal annual installments commencing on the first anniversary of the grant date.

3. On September 27, 2017, Reporting Person was granted 3,041 Share Appreciation Rights, which vest in three equal annual installments commencing on the first anniversary of the grant date.

4. On September 27, 2018, Reporting Person was granted 2,475 Share Appreciation Rights, which vest in three equal annual installments commencing on the first anniversary of the grant date.

5. On September 25, 2019, Reporting Person was granted 4,288 Share Appreciation Rights, which vest in three equal annual installments commencing on the first anniversary of the grant date.

6. On September 25, 2020, Reporting Person was granted 4,774 Share Appreciation Rights, which vest in three equal annual installments commencing on the first anniversary of the grant date.

7. On September 24, 2021, Reporting Person was granted 2,528 Share Appreciation Rights, which vest in three equal annual installments commencing on the first anniversary of the grant date.

8. On September 29, 2022, Reporting Person was granted 4,682 Share Appreciation Rights, which vest in three equal annual installments commencing on the first anniversary of the grant date.

9. On September 25, 2020, Reporting Person was granted 342 Restricted Share Units, which vest in three equal annual installments commencing on the first anniversary of the grant date. On September 25, 2021, 114 shares vested of which 33 shares were withheld in order to satisfy the Reporting Person's obligations for payment of withholding and other taxes due in connection therewith and 81 shares were issued. On September 25, 2022, 114 shares vested of which 33 shares were withheld in order to satisfy the Reporting Person's obligations for payment of withholding and other taxes due in connection therewith and 81 shares were issued.

10. On September 24, 2021, Reporting Person was granted 736 Restricted Share Units, which vest in three equal annual installments commencing on the first anniversary of the grant date. On September 24, 2022, 245 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 174 shares were issued.

11. On September 29, 2022, Reporting Person was granted 1,344 Restricted Share Units, which vest in three equal annual installments commencing on the first anniversary of the grant date.

Remarks:

Exhibit List: Exhibit 24 - Power of Attorney

	/s/ David Shapiro, Attorney-in-Fact for William Rock	05/11/2023
	** 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 5 (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.
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