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 Michael C. (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

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares	627462	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 "Trust") and 885,996 shares of the Issuer's common stock held by the Michael Ray 2009 Grantor Retained Annuity Trust (the "Ray Trust"), of which his spouse serves as sole trustee and, together with the members of his family, also is a beneficiary. The 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 Trust. Mr. Ray disclaims beneficial ownership of the Issuer's shares held by the Ray Trust and the Trust, except to the extent of his pecuniary interest therein.