Vera Bradley, Inc. — Director's Dealing 2018

Aug 24, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Vera Bradley, Inc. (VRA)
CIK: 0001495320
Period of Report: 2018-08-22

Reporting Person: Ray Anne Marie (Member of a 10% owner group)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-08-22	Common Stock	S	3276	$15.05	Disposed	238428	Indirect
2018-08-23	Common Stock	S	3276	$14.80	Disposed	235152	Indirect
2018-08-22	Common Stock	S	10913	$15.06	Disposed	381982	Indirect
2018-08-23	Common Stock	S	10913	$14.81	Disposed	371069	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2810469	Indirect
Common Stock	0	Indirect
Common Stock	411003	Indirect

Footnotes

F1: The sales reported in this Form 4 were effected under a Rule 10b5-1 trading plan adopted on April 6, 2018.

F2: The prices reported are weighted average prices. The shares sold on August 22, 2018 were sold in multiple transactions at prices ranging from $14.90 to $15.19, inclusive, and the shares sold on August 23, 2018 were sold in multiple transactions at prices ranging from $14.68 to $14.88, inclusive. The reporting person undertakes to provide the Issuer, any security holder of the Issuer, 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 ranges set forth in this footnote.

F3: On August 17, 2018, the Anne-Marie Ray 2016 Grantor Retained Annuity Trust #1 (the "2016 GRAT") made an annuity payment of 46,252 shares of Issuer common stock to the reporting person, who, in turn, assigned the shares to the Anne-Marie Ray Revocable Trust (the "Revocable Trust"). The reporting person is the settlor, sole trustee and sole annuitant of the 2016 GRAT and the settlor and sole trustee of the Revocable Trust.

F4: The prices reported are weighted average prices. The shares sold on August 22, 2018 were sold in multiple transactions at prices ranging from $14.98 to $15.40, inclusive, and the shares sold on August 23, 2018 were sold in multiple transactions at prices ranging from $14.70 to $14.90, inclusive. The reporting person undertakes to provide the Issuer, any security holder of the Issuer, 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 ranges set forth in this footnote.

F5: The reporting person disclaims beneficial ownership of these shares, except to the extent of the reporting person's pecuniary interest therein.