Vera Bradley, Inc. — Director's Dealing 2015

Jul 6, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Vera Bradley, Inc. (VRA)
CIK: 0001495320
Period of Report: 2015-07-01

Reporting Person: Ray Anne Marie (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-07-01	Common Shares	J	200000	$0.00	Disposed	9496465	Indirect
2015-07-01	Common Shares	J	50000	$0.00	Acquired	50000	Direct
2015-07-01	Common Shares	G	25000	$0.00	Disposed	25000	Direct
2015-07-01	Common Shares	G	25000	$0.00	Disposed	0	Direct

Footnotes

F1: Constitutes 8,610,469 shares of the Issuer's common stock held by The Barbara B. Baekgaard 2009 Grantor Retained Annuity Trust (the "Baekgaard Trust") and 885,996 shares held by the Michael Ray 2009 Grantor Retained Annuity Trust ("Ray Trust"), of which Ms. Ray serves as sole trustee and, together with certain members of her family, also is a beneficiary. The Baekgaard Trust distributed 50,000 shares of the Issuer's common stock to each of its four beneficiaries in accordance with the terms of the documents governing the Baekgaard Trust. Ms. Ray disclaims beneficial ownership of the Issuer's shares held by the Baekgaard Trust and the Ray Trust, except to the extent of her pecuniary interest therein.

F2: The Baekgaard Trust distributed 50,000 shares of the Issuer's common stock to Ms. Ray as a beneficiary of the Baekgaard Trust.

F3: Of the 50,000 shares of the Issuer's common stock Ms. Ray received from the Baekgaard Trust, Ms. Ray is gifting 25,000 shares of the Issuer's common stock to Indiana University.

F4: Of the 50,000 shares of the Issuer's common stock Ms. Ray received from the Baekgaard Trust, Ms. Ray is gifting 25,000 shares of the Issuer's common stock to the Barbara Bradley Baekgaard Family Foundation.