Vera Bradley, Inc. — Director's Dealing 2018

Jun 27, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Vera Bradley, Inc. (VRA)
CIK: 0001495320
Period of Report: 2018-06-19

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-06-19	Common Stock	G	11500	$0.00	Disposed	221660	Indirect
2018-06-25	Common Stock	S	400000	$14.43	Disposed	3010469	Indirect
2018-06-26	Common Stock	S	200000	$14.43	Disposed	2810469	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	106888	Direct
Common Stock	480199	Indirect
Common Stock	46252	Indirect
Common Stock	411003	Indirect

Footnotes

F1: On June 19, 2018, the Anne-Marie Ray 2017 Grantor Retained Annuity Trust #1 (the "2017 GRAT") made an annuity payment of 88,997 shares of Issuer common stock to the reporting person's spouse, who, in turn, assigned the shares to the Anne-Marie Ray Revocable Trust (the "Revocable Trust"). The reporting person's spouse is the settlor, sole trustee and sole annuitant of the 2017 GRAT and the settlor and sole trustee of the Revocable Trust.

F2: The reporting person disclaims beneficial ownership of these shares.

F3: This transaction constitutes a sale of shares to the Issuer.