SEC FORM 3 SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person*
Miller P. Michael

(Last) (First) (Middle)
2208 PRODUCTION ROAD

(Street)
FORT WAYNE IN 46808

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
10/20/2010
3. Issuer Name and Ticker or Trading Symbol
Vera Bradley, Inc. [ VRA ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) Other (specify below)
5. 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 Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock 46,989 D
Common Stock 14,164,666 I See Footnote(1)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. Includes 1,066,654 shares held by the Patricia Miller 2007 Annuity Trust, 1,599,839 shares held by the Miller 2007 Dynasty Trust, 1,188,344 shares held by the P. Michael Miller 2009 Annuity Trust, 5,242,196 shares held by the Patricia R. Miller 2009 Annuity Trust and 5,067,633 shares held by Patricia R. Miller, the wife of P. Michael Miller.
/s/ David R. Traylor, by Power of Attorney 10/20/2010
** 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 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
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                                                                   Exhibit 24.1


                               POWER OF ATTORNEY


         Know all by these presents, that the undersigned hereby constitutes and
appoints each of Michael C. Ray, Jeffrey A. Blade and David R. Traylor, signing
singly, the undersigned's true and lawful attorney-in-fact to:


1.    Execute for and on behalf of the undersigned, in the undersigned's
         capacity as an officer and/or director of Vera Bradley, Inc.
         (the "Company"), Forms 3, 4 and 5 in accordance with Section 16(a)
         of the Securities Exchange Act of 1934 and the rules and regulations
         promulgated thereunder;


2.    Do and perform any and all acts for and on behalf of the undersigned
         which may be necessary or desirable to complete and execute any such
         Form 3, 4 or 5, complete and execute any amendment or amendments
         thereto and timely file such form with the United States Securities and
         Exchange Commission and any national quotation system, national
         securities exchange, stock exchange or similar authority; and


3.    Take any other action of any type whatsoever in connection with the
         foregoing which, in the opinion of such attorney-in-fact, may be of
         benefit to, in the best interest of or legally required by the
         undersigned, it being understood that the documents executed by such
         attorney-in-fact on behalf of the undersigned pursuant to this Power of
         Attorney shall be in such form and shall contain such terms and
         conditions as such attorney-in-fact may approve in such
         attorney-in-fact's discretion.


         The undersigned hereby grants to each such attorney-in-fact full power
and authority to do and perform any and every act and thing whatsoever
requisite, necessary or proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall
lawfully do or cause to be done by virtue of this Power of Attorney and the
rights and powers herein granted. The undersigned acknowledges that the
foregoing attorneys-in-fact, in serving in such capacity at the request of the
undersigned, are not assuming, nor is the Company assuming, any of the
undersigned's responsibilities to comply with Section 16 of the Securities
Exchange Act of 1934.


         This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4 and 5 with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorneys-in-fact.


         IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this 5th day of October, 2010.


                                          /s/ P. Michael Miller
                                          --------------------------------------
                                          Signature