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*
McEvoy Matthew

(Last) (First) (Middle)
C/O VERA BRADLEY, INC.
2208 PRODUCTION ROAD

(Street)
FORT WAYNE IN 46808

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
07/29/2011
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 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)
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:
No securities are beneficially owned.
/s/ Jeffrey A. Blade, Attorney-in-Fact for Matthew McEvoy 08/05/2011
** 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 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.
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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 and Jeffrey A. Blade, 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 ID, 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 ID 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 August, 2011.

                   /s/ Matthew McEvoy
                   -----------------------------------
                   Signature