Vera Bradley, Inc. — Director's Dealing 2015

Dec 23, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Vera Bradley, Inc. (VRA)
CIK: 0001495320
Period of Report: 2015-12-21

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-12-21	Common Shares	S	50000	$15.82	Disposed	577462	Direct
2015-12-22	Common Shares	S	33600	$15.57	Disposed	543862	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares	8661465	Indirect

Footnotes

F1: The shares in column 5 include 885,996 shares of the Issuer's common stock held by the Michael Ray 2009 Grantor Retained Annuity Trust (the "Ray Trust"), 7,410,469 shares held by the Barbara B. Baekgaard 2009 Grantor Retained Annuity Trust (the "Baekgaard Trust"), 300,000 shares held by the Anne-Marie Ray 2015 Grantor Retained Annuity Trust (the "Anne-Marie Trust") and 65,000 shares held by the Barbara Bradley Baekgaard Family Foundation (the "Foundation"). The reporting person disclaims beneficial ownership of the Issuer's shares held by the Ray Trust, the Baekgaard Trust, the Anne-Marie Trust and the Foundation.

F2: The sales reported in this Form 4 were effected under a Rule 10b5-1 trading plan dated March 25, 2015.

F3: The price reported in column 4 is a weighted average price. The shares sold on December 21, 2015 were sold in multiple transactions at prices ranging from $15.67 to $16.35, inclusive. The shares sold on December 22, 2015 were sold in multiple transactions at prices ranging from $15.34 to $15.99, inclusive. The reporting person undertakes to provide the Issuer, any security holder of the Issuer, 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 this footnote.