SEC FORM 4/A 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*
Miller Patricia R.

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

(Street)
FORT WAYNE IN 46808

(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)
10/26/2010
4. If Amendment, Date of Original Filed (Month/Day/Year)
10/27/2010
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 Stock 10/26/2010 S 3,460,000 D $16 5,687,022 I See Footnotes(1)(2)
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. P. Michael Miller and Patricia R. Miller are husband and wife. Shares reported in column 4 represent 1,188,344 shares sold by the P. Michael Miller 2009 Annuity Trust and 2,271,656 shares sold by the Patricia R. Miller 2009 Annuity Trust pursuant to the initial public offering of Vera Bradley, Inc., in which the P. Michael Miller 2009 Annuity Trust and the Patricia R. Miller 2009 Annuity Trust were selling shareholders. Shares reported in column 5 represent shares beneficially owned by P. Michael Miller, including 1,066,654 shares held by the Patricia R. Miller 2007 Annuity Trust, 1,599,839 shares held by the Miller 2007 Dynasty Trust, 2,970,540 shares held by the Patricia R. Miller 2009 Annuity Trust, and 49,989 shares held by P. Michael Miller. P. Michael Miller is the trustee of the Patricia R. Miller 2007 Annuity Trust, the Miller 2007 Dynasty Trust, and the Patricia R. Miller 2009 Annuity Trust.
2. This Form 4/A is being filed to correct an error on the Form 4 filed October 27, 2010, and to supply additional disclosure regarding the nature of Ms. Miller's indirect beneficial ownership. The Form 4 filed October 27, 2010, inadvertently omitted 3,000 shares of common stock held by P. Michael Miller and information regarding the nature of the indirect beneficial ownership of Ms. Miller's shares reported in column 5.
/s/ David R. Traylor, by Power of Attorney 02/14/2011
** 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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