Vera Bradley, Inc. — Director's Dealing 2020

Dec 16, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Vera Bradley, Inc. (VRA)
CIK: 0001495320
Period of Report: 2020-12-14

Reporting Person: Ray Michael C. (Member of a 10% owner group)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-12-14	Common Stock	S	26865	$7.47	Disposed	473822	Indirect
2020-12-15	Common Stock	S	23135	$7.65	Disposed	450687	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2276867	Indirect
Common Stock	63369	Indirect
Common Stock	34065	Indirect

Footnotes

F1: The prices reported are weighted average prices. The shares sold on December 14, 2020 were sold in multiple transactions at prices ranging from $7.38 to $7.57, inclusive, and the shares sold on December 15, 2020 were sold in multiple transactions at prices ranging from $7.35 to $7.83, 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.

F2: On September 16, 2020, the Anne-Marie Ray 2017 Grantor Retained Annuity Trust #1 (the "2017 GRAT") made an annuity payment of 247,033 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.

F3: The reporting person disclaims beneficial ownership of these shares.