Sec Form 3 Filing - Sullivan Gregory Jon @ VAIL RESORTS INC - 2021-06-07

FORM 3 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

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1. Name and Address of Reporting Person Sullivan Gregory Jon 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) SVP, Retail & Hospitality (Last) (First) (Middle) 390 INTERLOCKEN CRESCENT 3. Date of Earliest Transaction (MM/DD/YY) 06/07/2021 (Street) BROOMFIELD, CO80021 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 Common Stock 328 D

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 Share Appreciation Right $ 157.62 ( 1 ) 11/01/2026 Common Stock 3,260 D Share Appreciation Right $ 228.04 ( 2 ) 09/27/2027 Common Stock 2,202 D Restricted Share Unit $ 0 ( 3 ) ( 3 ) Common Stock 72 D Restricted Share Unit $ 0 ( 4 ) ( 4 ) Common Stock 216 D Share Appreciation Right $ 286.13 ( 5 ) 09/27/2028 Common Stock 1,792 D Restricted Share Unit $ 0 ( 6 ) ( 6 ) Common Stock 194 D Share Appreciation Right $ 236.15 ( 7 ) 09/25/2029 Common Stock 3,599 D Restricted Share Unit $ 0 ( 8 ) ( 8 ) Common Stock 287 D Share Appreciation Right $ 225.26 ( 9 ) 09/25/2030 Common Stock 4,007 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Sullivan Gregory Jon 390 INTERLOCKEN CRESCENT BROOMFIELD, CO80021 SVP, Retail & Hospitality Signatures Emily S. Barbara, Attorney-in-Fact for Gregory J. Sullivan 06/15/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On November 1, 2016, Reporting Person was granted 3,260 Share Appreciation Rights, which vested in three equal annual installments commencing on the first anniversary of the grant date. ( 2 )On September 27, 2017, Reporting Person was granted 2,202 Share Appreciation Rights, which vested in three equal annual installments commencing on the first anniversary of the grant date. ( 3 )On September 27, 2018, Reporting Person was granted 216 Restricted Share Units, which vest in three equal annual installments commencing on the first anniversary of the grant date. On September 27, 2019, 72 shares vested of which 21 shares were withheld in order to satisfy the Reporting Person's obligations for payment of withholding and other taxes due in connection therewith and 51 shares were issued. On September 27, 2020, 72 shares vested of which 21 shares were withheld in order to satisfy the Reporting Person's obligations for payment of withholding and other taxes due in connection therewith and 51 shares were issued. ( 4 )On September 27, 2018, Reporting Person was granted 648 Restricted Share Units, which vest in three equal annual installments commencing on the first anniversary of the grant date. On September 27, 2019, 216 shares vested of which 63 shares were withheld in order to satisfy the Reporting Person's obligations for payment of withholding and other taxes due in connection therewith and 153 shares were issued. On September 27, 2020, 216 shares vested of which 63 shares were withheld in order to satisfy the Reporting Person's obligations for payment of withholding and other taxes due in connection therewith and 153 shares were issued. ( 5 )On September 27, 2018, Reporting Person was granted 1,792 Share Appreciation Rights, which vest in three equal annual installments commencing on the first anniversary of the grant date. ( 6 )On September 25, 2019, Reporting Person was granted 291 Restricted Share Units, which vest in three equal annual installments commencing on the first anniversary of the grant date. On September 25, 2020, 97 shares vested of which 29 shares were withheld in order to satisfy the Reporting Person's obligations for payment of withholding and other taxes due in connection therewith and 68 shares were issued. ( 7 )On September 25, 2019, Reporting Person was granted 3,599 Share Appreciation Rights, which vest in three equal annual installments commencing on the first anniversary of the grant date. ( 8 )On September 25, 2020, Reporting Person was granted 287 Restricted Share Units, 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 4,007 Share Appreciation Rights, which vest in three equal annual installments commencing on the first anniversary of the grant date.

Remarks: Exhibit List: Exhibit 24 - Power of Attorney

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 report ing person, see Instruction 4(b)(v).

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