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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* Palermo Theresa (Last) (First) (Middle) C/O VERA BRADLEY, INC. 12420 STONEBRIDGE ROAD (Street) ROANOKE IN 46783 (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) Director 10% Owner X Officer (give title below) Other (specify below) EVP, Chief Marketing Officer
	3. Date of Earliest Transaction (Month/Day/Year) 06/22/2016
	4. 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 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 Shares	06/22/2016		F		903	D	$14.83	13,448	D

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:

Remarks:

Exhibit List: Exhibit 24.1 -- Substitute Power of Attorney

	/s/ Stephen J. Hackman, attorney-in-fact for Theresa Palermo	06/23/2016
	** 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