Vera Bradley, Inc. — Director's Dealing 2024

Dec 23, 2024

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: Vera Bradley, Inc. (VRA)
CIK: 0001495320
Period of Report: 2024-12-11

Reporting Person: Fund 1 Investments, LLC (10% Owner)
Reporting Person: Pleasant Lake Onshore Feeder Fund LP (10% Owner)
Reporting Person: Pleasant Lake Partners LLC (10% Owner)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2783155	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Cash-Settled Total Return Swap	$	2026-03-23	Common Stock (2762892)		Indirect

Footnotes

F1: Securities reported herein are held for the benefit of Pleasant Lake Onshore Feeder Fund, LP (the "PL Fund") for which Pleasant Lake Partners LLC ("PLP") serves as investment adviser. Fund 1 Investments, LLC ("Fund 1") serves as managing member of PLP. Jonathan Lennon (together with Fund 1, PLP and PL Fund, the "Reporting Persons") serves as managing member of Fund 1. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of its or his pecuniary interest therein.

F2: Securities held for the account of the PL Fund.

F3: The Reporting Persons have entered into certain cash-settled total return swap agreeements (the "Swap Agreements") with an unaffiliated third party financial institution, which provide the Reporting Persons with economic exposure to an aggregate of 2,762,892 notional shares of Common Stock. The Swap Agreements provide the Reporting Persons with economic results that are comparable to the economic results of ownership but do not provide the Reporting Persons with the power to vote or direct the voting or dispose of or direct the disposition of the shares of Common Stock that are the subject of the Swaps Agreements (the "Subject Shares"). Each of the Reporting Persons disclaims beneficial ownership of the Subject Shares except to the extent of its or his pecuniary interest therein.

F4: The expiration date of the Swap Agreements will be automatically extended for successive 12 month periods unless one party provides written notice to the other party, at least 30 calendar days prior to the first extension and at least 15 calendar days prior to any subsequent extension, not to so extend the expiration date.