Vera Bradley, Inc. — Director's Dealing 2014

Dec 19, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Vera Bradley, Inc. (VRA)
CIK: 0001495320
Period of Report: 2014-12-15

Reporting Person: Ray Michael C. (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-12-15	Common Shares	S	6900	$20.37	Disposed	768098	Direct
2014-12-16	Common Shares	S	28706	$20.13	Disposed	739392	Direct
2014-12-17	Common Shares	S	49907	$20.85	Disposed	689485	Direct
2014-12-18	Common Shares	S	10183	$21.04	Disposed	679302	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares	9696465	Indirect

Footnotes

F1: The shares in column 5 represent shares beneficially owned by Michael C. Ray, including 885,996 shares held by the Michael Ray 2009 Grantor Retained Annuity Trust, of which his spouse serves as sole trustee, and 8,810,469 shares held by the Barbara B. Baekgaard 2009 Grantor Retained Annuity Trust. Mr. Ray disclaims beneficial ownership of and pecuniary interest in all of these shares.

F2: The prices reported in column 4 are weighted average prices. The shares sold on December 15, 2014 were sold in multiple transactions at prices ranging from $20.00 to $20.83, inclusive. The shares sold on December 16, 2014 were sold in multiple transactions at prices ranging from $20.00 to $20.26, inclusive. The shares sold on December 17, 2014 were sold in multiple transactions at prices ranging from $20.75 to $21.08, inclusive. The shares sold on December 18, 2014 were sold in multiple transactions at prices ranging from $20.95 to $21.21, inclusive. The reporting person undertakes to provide Vera Bradley, Inc., any security holder of Vera Bradley, Inc., or the staff of the Securities and Exchange Commission upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in the footnote.