Vera Bradley, Inc. — Director's Dealing 2015

Sep 23, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Vera Bradley, Inc. (VRA)
CIK: 0001495320
Period of Report: 2015-09-21

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-09-21	Common Shares	J	1200000	$0.00	Disposed	7410469	Indirect
2015-09-21	Common Shares	J	300000	$0.00	Acquired	0	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares	885996	Indirect
Common Shares	300000	Indirect
Common Shares	627462	Direct

Footnotes

F1: Represents a distribution by the Barbara B. Baekgaard 2009 Grantor Retained Annuity Trust (the "Baekgaard Trust") of 300,000 shares of the Issuer's common stock to each of the four beneficiaries of the Baekgaard Trust, including the reporting person's spouse, in accordance with the terms of the documents governing the Baekgaard Trust.

F2: The reporting person disclaims beneficial ownership of these shares.

F3: On September 21, 2015, following the reporting person's spouse's receipt of the 300,000 share distribution from the Baekgaard Trust, the reporting person's spouse transferred the shares to the Anne-Marie Ray 2015 Grantor Retained Annuity Trust, of which the reporting person's spouse is the sole trustee.