Vera Bradley, Inc. — Director's Dealing 2015

May 6, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Vera Bradley, Inc. (VRA)
CIK: 0001495320
Period of Report: 2015-05-04

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-05-04	Common Shares	S	400	$14.51	Disposed	627462	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares	9696465	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 ("Ray Trust"), of which his spouse serves as sole trustee and, together with the members of his family, also is a beneficiary, and 8,810,469 shares held by the Barbara B. Baekgaard 2009 Grantor Retained Annuity Trust ("Baekgaard Trust"). Mr. Ray disclaims beneficial ownership of the Issuer's shares held by the Ray Trust and the Baekgaard Trust, except to the extent of his pecuniary interest therein.

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 May 4, 2015 were sold in multiple transactions at prices ranging from $14.50 to $14.51, inclusive. The reporting person undertakes to provide Vera Bradley, Inc., any security holder of Vera Bradley, Inc., 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 range set forth in the footnote.