Vera Bradley Designs, Inc
Vera Bradley, Inc. (Form: SC 13G, Received: 07/05/2017 16:10:09)


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No.)*

VERA BRADLEY, INC.
(Name of Issuer)

Common Stock, No Par Value
(Title of Class of Securities)

92335C106
(CUSIP Number)

June 30, 2017
(Date of Event which Requires Filing
of this Statement)



Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 
Rule 13d-1(b)
 
Rule 13d-1(c)
 
Rule 13d-1(d)



* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Page 1 of 8


 
CUSIP No. 92335C106           
 
 
13G
 
 
Page   2    of   8  Pages
 

 
1
 
 
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Point72 Asset Management, L.P.
 
 
2
 
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ☐
(b) ☒           
 
 
 
3
 
 
SEC USE ONLY
 
 
 
 
4
 
 
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH:
 
 
5
 
 
SOLE VOTING POWER
 
0
 
 
6
 
 
SHARED VOTING POWER
 
1,856,493 (see Item 4)
 
 
7
 
 
SOLE DISPOSITIVE POWER
 
0
 
 
8
 
 
SHARED DISPOSITIVE POWER
 
1,856,493 (see Item 4)
 
 
9
 
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,856,493 (see Item 4)
 
 
10
 
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 ☐
 
 
 
11
 
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
5.1% (see Item 4)
 
 
12
 
 
TYPE OF REPORTING PERSON*
 
PN
 
*SEE INSTRUCTION BEFORE FILLING OUT
Page 2 of 8

 
CUSIP No. 92335C106           
 
 
13G
 
 
Page   3    of   8  Pages
 

 
1
 
 
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Point72 Capital Advisors, Inc.
 
 
2
 
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ☐
(b) ☒
 
 
 
3
 
 
SEC USE ONLY
 
 
 
 
4
 
 
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH:
 
 
5
 
 
SOLE VOTING POWER
 
0
 
 
6
 
 
SHARED VOTING POWER
 
1,856,493 (see Item 4)
 
 
7
 
 
SOLE DISPOSITIVE POWER
 
0
 
 
8
 
 
SHARED DISPOSITIVE POWER
 
1,856,493 (see Item 4)
 
 
9
 
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,856,493 (see Item 4)
 
 
10
 
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 ☐
 
 
 
11
 
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
5.1% (see Item 4)
 
 
12
 
 
TYPE OF REPORTING PERSON*
 
CO
 
*SEE INSTRUCTION BEFORE FILLING OUT
Page 3 of 8

 
CUSIP No. 92335C106           
 
 
13G
 
 
Page   4    of   8  Pages
 

 
1
 
 
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Steven A. Cohen
 
 
2
 
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ☐
(b) ☒
 
 
 
3
 
 
SEC USE ONLY
 
 
 
 
4
 
 
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH:
 
 
5
 
 
SOLE VOTING POWER
 
0
 
 
6
 
 
SHARED VOTING POWER
 
1,856,493 (see Item 4)
 
 
7
 
 
SOLE DISPOSITIVE POWER
 
0
 
 
8
 
 
SHARED DISPOSITIVE POWER
 
1,856,493 (see Item 4)
 
 
9
 
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,856,493 (see Item 4)
 
 
10
 
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 ☐
 
 
 
11
 
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
5.1%  (see Item 4)
 
 
12
 
 
TYPE OF REPORTING PERSON*
 
IN
 
*SEE INSTRUCTION BEFORE FILLING OUT
Page 4 of 8


Item 1(a)
Name of Issuer :
   
 
Vera Bradley, Inc.
   
Item 1(b)
Address of Issuer's Principal Executive Offices :
   
 
12420 Stonebridge Road, Roanoke, Indiana 46783
   
Item 2(a)
Name of Person Filing :
   
 
This statement is filed by: (i) Point72 Asset Management, L.P. (“Point72 Asset Management”) with respect to shares of common stock, no par value (“Shares”), of the Issuer held by certain investment funds it manages; (ii) Point72 Capital Advisors, Inc. (“Point72 Capital Advisors Inc.”) with respect to Shares held by certain investment funds managed by Point72 Asset Management; and (iii) Steven A. Cohen with respect to Shares beneficially owned by Point72 Asset Management and Point72 Capital Advisors Inc.
   
 
Point72 Asset Management, Point72 Capital Advisors Inc., and Steven A. Cohen have entered into a Joint Filing Agreement, a copy of which is filed with this Schedule 13G as Exhibit 99.1, pursuant to which they have agreed to file this Schedule 13G jointly in accordance with the provisions of Rule 13d-1(k) of the Act.
   
Item 2(b)
 
Address or Principal Business Office :
 
 
The address of the principal business office of Point72 Asset Management, Point72 Capital Advisors Inc., and Mr. Cohen is 72 Cummings Point Road, Stamford, CT 06902.
   
Item 2(c)
Citizenship :
   
 
Point72 Asset Management is a Delaware limited partnership.  Point72 Capital Advisors Inc. is a Delaware corporation.  Mr. Cohen is a United States citizen.
   
Item 2(d)
Title of Class of Securities :
   
 
Common stock, no par value
   
Item 2(e)
CUSIP Number :
   
 
92335C106
   
Item 3
Not Applicable
   
   
   
   
 
Page 5 of 8

Item 4
Ownership :
   
 
The percentages used herein are calculated based upon the Shares issued and outstanding as of May 31, 2017, as reported on the Issuer's quarterly report on Form 10-Q filed with the Securities and Exchange Commission by the Issuer for the quarterly period ended April 29, 2017.
   
 
As of the close of business on July 3, 2017:
   
 
1.  Point72 Asset Management, L.P.
 
(a) Amount beneficially owned: 1,856,493
 
(b) Percent of class: 5.1%
 
(c)(i) Sole power to vote or direct the vote: -0-
 
(ii) Shared power to vote or direct the vote: 1,856,493
 
(iii) Sole power to dispose or direct the disposition: -0-
 
(iv) Shared power to dispose or direct the disposition: 1,856,493
   
 
2.  Point72 Capital Advisors, Inc.
 
(a) Amount beneficially owned: 1,856,493
 
(b) Percent of class: 5.1%
 
(c)(i) Sole power to vote or direct the vote: -0-
 
(ii) Shared power to vote or direct the vote: 1,856,493
 
(iii) Sole power to dispose or direct the disposition: -0-
 
(iv) Shared power to dispose or direct the disposition: 1,856,493
   
 
3. Steven A. Cohen
 
(a) Amount beneficially owned: 1,856,493
 
(b) Percent of class: 5.1%
 
(c)(i) Sole power to vote or direct the vote: -0-
 
(ii) Shared power to vote or direct the vote:  1,856,493
 
(iii) Sole power to dispose or direct the disposition: -0-
 
(iv) Shared power to dispose or direct the disposition: 1,856,493
   
 
Point72 Asset Management, Point72 Capital Advisors Inc., and Mr. Cohen own directly no Shares.  Pursuant to certain investment management agreements, Point72 Asset Management maintains investment and voting power with respect to the securities held by certain investment funds it manages.  Point72 Capital Advisors Inc. is the general partner of Point72 Asset Management.  Mr. Cohen controls Point72 Capital Advisors Inc.  By reason of the provisions of Rule 13d-3 of the Securities Exchange Act of 1934, as amended, each of Point72 Asset Management, Point72 Capital Advisors Inc., and Mr. Cohen may be deemed to beneficially own 1,856,493 Shares (constituting approximately 5.1% of the Shares outstanding).   Each of Point72 Asset Management, Point72 Capital Advisors Inc., and Mr. Cohen disclaims beneficial ownership of any of the securities covered by this statement.
   
   
   
   
   
   
 
Page 6 of 8

Item 5
Ownership of Five Percent or Less of a Class :
   
 
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following.  ☐
   
Item 6
Ownership of More than Five Percent on Behalf of Another Person :
   
 
Not Applicable
   
Item 7
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company :
   
 
Not Applicable
   
Item 8
Identification and Classification of Members of the Group :
   
 
Not Applicable
   
Item 9
Notice of Dissolution of Group :
   
 
Not Applicable
   
Item 10
Certification :

By signing below the signatory certifies that, to the best of his knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
Page 7 of 8

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: July 5, 2017

POINT72 ASSET MANAGEMENT, L.P.

By:   /s/ Kevin J. O’Connor                   
Name:  Kevin J. O’Connor
Title:  Authorized Person
POINT72 CAPITAL ADVISORS, INC.
By:   /s/ Kevin J. O’Connor                  
Name: Kevin J. O’Connor
Title: Authorized Person

STEVEN A. COHEN

By:   /s/ Kevin J. O’Connor                  
Name:  Kevin J. O’Connor
Title:  Authorized Person

Page 8 of 8



Exhibit 99.1
JOINT FILING AGREEMENT

The undersigned hereby agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, and that all subsequent amendments to this statement on Schedule 13G may be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements.
Dated: July 5, 2017

POINT72 ASSET MANAGEMENT, L.P.

By:   /s/ Kevin J. O’Connor                    
Name:  Kevin J. O’Connor
Title:  Authorized Person
POINT72 CAPITAL ADVISORS, INC.
By:   /s/ Kevin J. O’Connor                    
Name:  Kevin J. O’Connor
Title:  Authorized Person
STEVEN A. COHEN

By:   /s/ Kevin J. O’Connor                    
Name:  Kevin J. O’Connor
Title:  Authorized Person