SEC FORM 4 SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Hall Robert J

(Last) (First) (Middle)
C/O VERA BRADLEY, INC.
12420 STONEBRIDGE ROAD

(Street)
ROANOKE IN 46783

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Vera Bradley, Inc. [ VRA ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
03/30/2018
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Shares 03/30/2018 A 8,011(1) A $0 71,604 D
Common Shares 3,410,469 I See Footnote(2)
Common Shares 6,497 I See Footnote(3)
Common Shares 41,122 I See Footnote(4)
Common Shares 500,000 I See Footnote(5)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. Represents restricted stock units subject to vesting and forfeiture.
2. The shares reported in column 5 are held by the Barbara B. Baekgaard 2009 Grantor Retained Annuity Trust, of which Mr. Hall's spouse serves as co-trustee. Mr. Hall disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest therein.
3. The shares reported in column 5 are held by the Joan Byrne Hall Revocable Trust. Mr. Hall disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest therein
4. The shares reported in column 5 are held by the Joan Byrne Hall 2016 Grantor Retained Annuity Trust #1. Mr. Hall disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest therein.
5. The shares reported in column 5 are held by the Joan Byrne Hall 2017 Grantor Retained Annuity Trust #1. Mr. Hall disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest therein.
/s/ Alyson Bohren, attorney-in-fact for Robert J. Hall 04/03/2018
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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