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SEC FORM 4 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 		 
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OMB Number: 3235-0287
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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*
Miller Patricia R.
(Last) (First) (Middle)
2208 PRODUCTION ROAD
(Street)
FORT WAYNE IN 46808
(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)
X Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
02/02/2012
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 Stock 02/02/2012 S 1,400 D $38.01(1) 3,528,468 I See footnote(2)
Common Stock 02/02/2012 S 400(6) D $38.028(3) 3,750,237 D
Common Stock 02/03/2012 S 1,400 D $38(4) 3,527,068 I See footnote(5)
Common Stock 02/03/2012 S 400(6) D $38 3,749,837 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:
1. The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $38.00 to $38.09, inclusive. The reporting person undertakes to provide Vera Bradley, Inc., any security holder of Vera Bradley, Inc., or the staff of the Securities and Exchange Commission upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
2. Shares reported in column 4 represent 1400 shares sold by the Patricia R. Miller 2009 Annuity Trust pursuant to a Rule 10b5-1 plan entered into on December 29, 2011. Shares reported in column 5 represent shares beneficially held by Patricia R. Miller, including 1,599,839 shares held by the Miller 2007 Dynasty Trust, 1,879,140 held by the Patricia R. Miller 2009 Annuity Trust and 49,489 shares held by P. Michael Miller. P. Michael Miller and Patricia R. Miller are husband and wife. P. Michael Miller is the trustee of the the Miller 2007 Dynasty Trust and the Patricia R. Miller 2009 Annuity Trust.
3. The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $38.00 to $38.055, inclusive. The reporting person undertakes to provide Vera Bradley, Inc., any security holder of Vera Bradley, Inc., or the staff of the Securities and Exchange Commission upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
4. The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $38.00 to $38.03, inclusive. The reporting person undertakes to provide Vera Bradley, Inc., any security holder of Vera Bradley, Inc., or the staff of the Securities and Exchange Commission upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
5. Shares reported in column 4 represent 1400 shares sold by the Patricia R. Miller 2009 Annuity Trust pursuant to a Rule 10b5-1 plan entered into on December 29, 2011. Shares reported in column 5 represent shares beneficially held by Patricia R. Miller, including 1,599,839 shares held by the Miller 2007 Dynasty Trust, 1,877,740 held by the Patricia R. Miller 2009 Annuity Trust and 49,489 shares held by P. Michael Miller. P. Michael Miller and Patricia R. Miller are husband and wife. P. Michael Miller is the trustee of the the Miller 2007 Dynasty Trust and the Patricia R. Miller 2009 Annuity Trust.
6. These shares were sold pursuant to a Rule 10b5-1 plan entered into on December 29, 2011
/s/ Anastacia S. Knapper, by power of attorney for Patricia R. Miller 02/06/2012
** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
Exhibit 24.1

                  POWER OF ATTORNEY

         Know all by these presents, that the
undersigned hereby constitutes and appoints each of
Michael C. Ray, Jeffrey A. Blade and
Anastacia S. Knapper 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 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 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 26th day of January, 2012.

                   /s/ Patricia R. Miller
                   -----------------------------------
                   Signature