Sec Form 4 Filing - Held Rory A. @ Peak Resorts Inc - 2019-09-24

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 Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Held Rory A. 2. Issuer Name and Ticker or Trading Symbol Peak Resorts Inc [ SKIS] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O SUMMER ROAD LLC, 655 MADISON AVE., 19TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 09/24/2019 (Street) NEW YORK, NY10065 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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) Code V Amount (A) or (D) Price

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 Stock Units ( 1 ) 09/24/2019 D 24,589 ( 3 ) ( 2 ) ( 2 ) Common Stock 24,589 ( 3 ) ( 2 ) 0 D ( 4 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Held Rory A. C/O SUMMER ROAD LLC 655 MADISON AVE., 19TH FLOOR NEW YORK, NY10065 X Signatures /s/ Rory A. Held 09/24/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The restricted stock units ("RSUs") give the reporting person the right to receive (i) the number of shares of Peak Resorts, Inc.'s (the "Company") common stock, par value $0.01 per share (the "Common Stock"), underlying the RSUs or (ii) as may be elected by the compensation committee, cash equal to the closing sale price per share of Common Stock on the trading day immediately prior to the distribution date times the number of shares of Common Stock underlying the RSUs. ( 2 )Reference is made to that certain Agreement and Plan of Merger (the "Merger Agreement"), dated as of July 20, 2019, by and among Vail Holdings, Inc., VRAD Holdings, Inc. ("Merger Sub"), the Company, and, solely for the purposes stated in Section 9.14 of the Merger Agreement, Vail Resorts, Inc., pursuant to which Merger Sub merged with and into the Company (the "Merger"), with the Company continuing as the surviving corporation. At the effective time of the Merger (the "Effective Time"), each RSU held by the reporting person that remained outstanding immediately prior to the Effective Time became fully vested and was cancelled and extinguished in exchange for the right to receive an amount, in cash, without interest, equal to (i) $11.00, multiplied by (ii) the number of RSUs held by such holder, less withholdings for any applicable taxes. ( 3 )Reflects RSUs granted on November 7, 2016, when Mr. Held joined the Company's board of directors, on October 4, 2017 and October 10, 2018. ( 4 )Pursuant to an arrangement between the reporting person and Summer Road LLC ("Summer Road"), any compensation that would otherwise be payable to the reporting person for his services as a director of the Company will be paid directly to Summer Road as his employer. Summer Road provides investment management services to Cap 1 LLC, a Delaware limited liability company, Richard S. Sackler, M.D. and the Richard Sackler Family Foundation, Inc., who filed a Schedule 13D in respect of the Common Stock on September 21, 2016, as amended on each of November 14, 2016, July 18, 2017, November 21, 2018 and July 25, 2019.

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 Number.