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: Hall Joan B. (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	8610469	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"). 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. Hall disclaims beneficial ownership of the Issuer's shares held by the Baekgaard Trust, except to the extent of her pecuniary interest therein. Ms. Hall's holdings were adjusted to eliminate certain shares that are directly held by Ms. Hall's husband.

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

F3: Of the 50,000 shares of the Issuer's common stock Ms. Hall received from the Baekgaard Trust, Ms. Hall 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. Hall received from the Baekgaard Trust, Ms. Hall is gifting 25,000 shares of the Issuer's common stock to the Barbara Bradley Baekgaard Family Foundation.