SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 14)
Vera Bradley, Inc.
(Name of Issuer)
Common Stock, No Par Value
(Title of Class of Securities)
92335C106
(CUSIP Number)
Joanne R. Soslow, Esq.
Morgan, Lewis & Bockius LLP
1701 Market Street
Philadelphia, Pennsylvania 19103
(215) 963-5000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
March 16, 2021
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this Schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box ☐
[(Page 1 of 10 Pages)]
| CUSIP No. 92335C106 | SCHEDULE 13D | Page 2 of 10 Pages |
| 1 | NAMES OF REPORTING PERSONS
Barbara B. Baekgaard 2009 Grantor Retained Annuity Trust | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☒ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS
OO | |||||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
IN | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
0 Shares | ||||
| 8 | SHARED VOTING POWER
2,276,867 Shares | |||||
| 9 | SOLE DISPOSITIVE POWER
0 Shares | |||||
| 10 | SHARED DISPOSITIVE POWER
2,276,867 Shares | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,276,867 Shares | |||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.8% | |||||
| 14 | TYPE OF REPORTING PERSON (See Instructions)
OO | |||||
| CUSIP No. 92335C106 | SCHEDULE 13D | Page 3 of 10 Pages |
| 1 | NAMES OF REPORTING PERSONS
Robert J. Hall | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☒ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS
OO | |||||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
105,415 Shares (1) | ||||
| 8 | SHARED VOTING POWER
2,707,055 Shares (2) | |||||
| 9 | SOLE DISPOSITIVE POWER
105,415 Shares (1) | |||||
| 10 | SHARED DISPOSITIVE POWER
2,707,055 Shares (2) | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,812,470 Shares (1)(2) | |||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.4% (1) | |||||
| 14 | TYPE OF REPORTING PERSON (See Instructions)
IN | |||||
| (1) | Includes 6,489 shares of Restricted Stock Units held by Robert J. Hall that vested on April 5, 2020 and 98,926 shares held via direct ownership by Robert J. Hall. |
| (2) | Includes 2,276,867 shares held by the Barbara B. Baekgaard 2009 Grantor Retained Annuity Trust, 63,369 shares held by the Barbara Bradley Baekgaard Family Foundation, 34,065 shares held by the Joan Byrne Hall 2017 Grantor Retained Annuity Trust #1 and 332,754 shares held by the Joan Byrne Hall Revocable Trust. |
| CUSIP No. 92335C106 | SCHEDULE 13D | Page 4 of 10 Pages |
| 1 | NAMES OF REPORTING PERSONS
Joan Byrne Hall | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☒ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS
OO | |||||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
0 Shares | ||||
| 8 | SHARED VOTING POWER
2,707,055 Shares (1) | |||||
| 9 | SOLE DISPOSITIVE POWER
0 Shares | |||||
| 10 | SHARED DISPOSITIVE POWER
2,707,055 Shares (1) | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,707,055 Shares (1) | |||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.1% (1) | |||||
| 14 | TYPE OF REPORTING PERSON (See Instructions)
IN | |||||
| (1) | Includes 2,276,867 shares held by the Barbara B. Baekgaard 2009 Grantor Retained Annuity Trust, 63,369 shares held by the Barbara Bradley Baekgaard Family Foundation, 34,065 shares held by the Joan Byrne Hall 2017 Grantor Retained Annuity Trust #1 and 332,754 shares held by the Joan Byrne Hall Revocable Trust. |
| CUSIP No. 92335C106 | SCHEDULE 13D | Page 5 of 10 Pages |
|
1 |
NAMES OF REPORTING PERSONS
James B. Byrne | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☒ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS
OO | |||||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
367,122 Shares (1) | ||||
| 8 | SHARED VOTING POWER
2,340,236 Shares (2) | |||||
| 9 | SOLE DISPOSITIVE POWER
367,122 Shares (1) | |||||
| 10 | SHARED DISPOSITIVE POWER
2,340,236 Shares (2) | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,707,358 (1)(2) | |||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.1% (1)(2) | |||||
| 14 | TYPE OF REPORTING PERSON (See Instructions)
IN | |||||
| (1) | Includes 34,065 shares held by the James B. Byrne 2017 Grantor Retained Annuity Trust #1 and 333,057 shares held by the James Bradley Byrne Revocable Trust. |
| (2) | Includes 2,276,867 shares held by the Barbara B. Baekgaard 2009 Grantor Retained Annuity Trust and 63,369 shares held by the Barbara Bradley Baekgaard Family Foundation. |
| CUSIP No. 92335C106 | SCHEDULE 13D | Page 6 of 10 Pages |
|
1 |
NAMES OF REPORTING PERSONS
Thomas F. Byrne, II | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☒ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS
OO | |||||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
367,122 Shares (1) | ||||
| 8 | SHARED VOTING POWER
2,340,236 Shares (2) | |||||
| 9 | SOLE DISPOSITIVE POWER
367,122 Shares (1) | |||||
| 10 | SHARED DISPOSITIVE POWER
2,340,236 Shares (2) | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,707,358 (1)(2) | |||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.1% (1)(2) | |||||
| 14 | TYPE OF REPORTING PERSON (See Instructions)
IN | |||||
| (1) | Includes 34,065 shares held by the Thomas F. Byrne, II 2017 Grantor Retained Annuity Trust #1 and 333,057 shares held by the Thomas Farrell Byrne II Revocable Trust. |
| (2) | Includes 2,276,867 shares held by the Barbara B. Baekgaard 2009 Grantor Retained Annuity Trust and 63,369 shares held by the Barbara Bradley Baekgaard Family Foundation. |
| CUSIP No. 92335C106 | SCHEDULE 13D | Page 7 of 10 Pages |
| 1 | NAMES OF REPORTING PERSONS
Michael C. Ray | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☒ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS
OO | |||||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
0 Shares | ||||
| 8 | SHARED VOTING POWER
2,712,488 Shares (1) | |||||
| 9 | SOLE DISPOSITIVE POWER
0 Shares | |||||
| 10 | SHARED DISPOSITIVE POWER
2,712,488 Shares (1) | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,712,488 Shares (1) | |||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.1% (1) | |||||
| 14 | TYPE OF REPORTING PERSON (See Instructions)
IN | |||||
| (1) | Includes 2,276,867 shares held by the Barbara B. Baekgaard 2009 Grantor Retained Annuity Trust, 63,369 shares held by the Barbara Bradley Baekgaard Family Foundation, 338,187 shares held by the Anne-Marie Ray Revocable Trust, and 34,065 shares held by the Anne-Marie Ray 2017 Grantor Retained Annuity Trust #1. |
| CUSIP No. 92335C106 | SCHEDULE 13D | Page 8 of 10 Pages |
| 1 | NAMES OF REPORTING PERSONS
Anne-Marie Ray | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☒ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS
OO | |||||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
0 Shares | ||||
| 8 | SHARED VOTING POWER
372,252 Shares (1) | |||||
| 9 | SOLE DISPOSITIVE POWER
0 Shares | |||||
| 10 | SHARED DISPOSITIVE POWER
2,712,488 Shares (1)(2) | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,712,488 Shares (1)(2) | |||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.1% (1)(2) | |||||
| 14 | TYPE OF REPORTING PERSON (See Instructions)
IN | |||||
| (1) | Includes 338,187 shares held by the Anne-Marie Ray Revocable Trust, and 34,065 shares held by the Anne-Marie Ray 2017 Grantor Retained Annuity Trust #1. |
| (2) | Includes 2,276,867 shares held by the Barbara B. Baekgaard 2009 Grantor Retained Annuity Trust and 63,369 shares held by the Barbara Bradley Baekgaard Family Foundation. |
| CUSIP No. 92335C106 | SCHEDULE 13D | Page 9 of 10 Pages |
| 1 | NAMES OF REPORTING PERSONS
Barbara Bradley Baekgaard Family Foundation | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☒ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS
OO | |||||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
0 Shares | ||||
| 8 | SHARED VOTING POWER
63,369 Shares | |||||
| 9 | SOLE DISPOSITIVE POWER
0 Shares | |||||
| 10 | SHARED DISPOSITIVE POWER
63,369 Shares | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
63,369 Shares | |||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.19% | |||||
| 14 | TYPE OF REPORTING PERSON (See Instructions)
OO | |||||
| CUSIP No. 92335C106 | SCHEDULE 13D | Page 10 of 10 Pages |
This Amendment No. 14 (“Amendment No. 14”) amends the Schedule 13D, as such schedule has previously been amended (the “Schedule 13D”), filed by the Barbara B. Baekgaard 2009 Grantor Retained Annuity Trust (the “Trust”), Robert J. Hall, Joan Byrne Hall, Michael C. Ray, James B. Byrne, Thomas F. Byrne, II, Anne-Marie Ray and the Barbara Bradley Baekgaard Foundation (the “Foundation” and, collectively with the persons and entities named above, the “Reporting Persons”) with respect to the common stock, no par value (the “Common Stock”), of Vera Bradley, Inc. (the “Issuer”). Except as otherwise set forth herein, this Amendment No. 14 does not modify any information previously reported by the Reporting Persons in the Schedule 13D, as amended.
| Item | 5. Interest in Securities of the Issuer. |
See the information contained on the cover pages of this Amendment No. 14, which is incorporated herein by reference. The percentage of shares of Common Stock beneficially owned by each Reporting Person is based on 33,414,490 outstanding shares of Common Stock of the Issuer as of December 2, 2020, as reported in the Issuer’s Form 10-Q for the quarterly period ended October 31, 2020. In computing the number of shares of Common Stock beneficially owned by a person, common shares subject to restricted stock units, options, warrants or rights, if any, held by that person that are currently exercisable or are exercisable or vest within 60 days of the date hereof are deemed outstanding with respect to that person but are not deemed outstanding with respect to any other person.
Since January 25, 2021, each of the James Bradley Byrne Revocable Trust, the Thomas Farrell Byrne II Revocable Trust, the Anne-Marie Ray Revocable Trust and the Joan Byrne Hall Revocable Trust sold shares of Common Stock as set forth below:
James Bradley Byrne Revocable Trust
| Date |
Number of Shares Sold | Weighted Average Price | ||||||
| March 16, 2021 |
100,000 | $ | 10.93 | |||||
Thomas Farrell Byrne II Revocable Trust
| Date |
Number of Shares Sold | Weighted Average Price | ||||||
| March 16, 2021 |
100,000 | $ | 10.93 | |||||
Anne-Marie Ray Revocable Trust
| Date |
Number of Shares Sold | Weighted Average Price | ||||||
| March 16, 2021 |
100,000 | $ | 10.93 | |||||
Joan Byrne Hall Revocable Trust
| Date |
Number of Shares Sold | Weighted Average Price | ||||||
| March 16, 2021 |
100,000 | $ | 10.93 | |||||
All of the transactions listed above involved sales in the public trading markets.
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: March 26, 2021
BARBARA B. BAEKGAARD 2009 GRANTOR RETAINED ANNUITY TRUST
| By: | /s/ Joan Byrne Hall | |
| Joan Byrne Hall | ||
| Trustee | ||
| By: | /s/ James B. Byrne | |
| James B. Byrne | ||
| Trustee | ||
BARBARA BRADLEY BAEKGAARD FAMILY FOUNDATION
| By: | /s/ Joan Byrne Hall | |
| Joan Byrne Hall | ||
| Trustee | ||
| By: | /s/ James B. Byrne | |
| James B. Byrne | ||
| Trustee | ||
| By: | /s/ Anne-Marie Ray | |
| Anne-Marie Ray | ||
| Trustee | ||
| By: | /s/ Thomas F. Byrne, II | |
| Thomas F. Byrne, II | ||
| Trustee | ||
| By: | /s/ Barbara B. Baekgaard | |
| Barbara B. Baekgaard | ||
| Trustee | ||
| /s/ Robert J. Hall | ||
| Robert J. Hall | ||
| /s/ Joan Byrne Hall | ||
| Joan Byrne Hall | ||
| /s/ Michael C. Ray | ||
| Michael C. Ray | ||
| /s/ James B. Byrne | ||
| James B. Byrne | ||
| /s/ Thomas F. Byrne, II | ||
| Thomas F. Byrne, II | ||
| /s/ Anne-Marie Ray | ||
| Anne-Marie Ray | ||