Vera Bradley Designs, Inc
Vera Bradley, Inc. (Form: 4, Received: 01/09/2017 17:52:32)
FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Fuller Sue Ellen
2. Issuer Name and Ticker or Trading Symbol

Vera Bradley, Inc. [ VRA ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
EVP, Chf Merchandising Ofcr
(Last)          (First)          (Middle)

C/O VERA BRADLEY, INC., 12420 STONEBRIDGE ROAD
3. Date of Earliest Transaction (MM/DD/YYYY)

1/6/2017
(Street)

ROANOKE, IN 46783
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   1/6/2017     F    3078   D $11.98   71578   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: 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:

Remarks:
Exhibit List: Exhibit 24.1 -- Substitute Power of Attorney

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Fuller Sue Ellen
C/O VERA BRADLEY, INC.
12420 STONEBRIDGE ROAD
ROANOKE, IN 46783


EVP, Chf Merchandising Ofcr

Signatures
/s/ Stephen J. Hackman, attorney-in-fact for Sue Ellen Fuller 1/9/2017
** 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).
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

SUBSTITUTE POWER OF ATTORNEY

Under the terms of powers of attorney
(each, a "Power of Attorney")previously filed with the U.S. Securities and Exchange Commission, the undersigned was appointed an attorney-in-fact for the following individuals to, among other things, execute for and on behalf of the following individuals in their respective capacities as officers and/or directors of Vera Bradley, Inc. (the "Company") any Forms 3, 4 and 5 or any amendments thereto, in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended, and the rules thereunder:

Barbara B. Baekgaard
Edward M. Schmults
Frances P. Philip
John E. Kyees
Kevin J. Sierks
Kimberly F. Colby
Mary Lou Kelley
Matthew McEvoy
P. Michael Miller
Patricia R. Miller
Richard Baum
Robert J. Hall
Robert Wallstrom
Sue Ellen Fuller
Theresa Palermo

In accordance with the authority granted under each Power of Attorney, including the power of substitution, the undersigned hereby appoints Stephen J. Hackman as substitute attorney-in-fact, on behalf of each individual named above, with the power to exercise and execute all of the powers granted to or conferred upon the undersigned in the original Power of Attorney.

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

IN WITNESS WHEREOF, the undersigned has caused this Substitute Power of Attorney to be executed as of this 16th day of June, 2016.

/s/ Anastacia S. Knapper
Name: Anastacia S. Knapper
Title: Attorney-in-Fact