SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person* Hall Joan B. (Last) (First) (Middle) C/O VERA BRADLEY, INC. 2208 PRODUCTION ROAD (Street) FORT WAYNE IN 46808 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 01/19/2013	3. Issuer Name and Ticker or Trading Symbol Vera Bradley, Inc. [ VRA ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	8,847,822	I	See footnote(1)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. The shares in column 2 represent 8,810,469 shares held by the Barbara B. Baekgaard 2009 Grantor Retained Annuity Trust, of which Ms. Hall serves as co-trustee, and 37,353 shares held by her husband, Robert J. Hall. Ms. Hall disclaims beneficial ownership of and pecuniary interest in these shares.

Remarks:

Exhibit List:Exhibit 24.1--Power of Attorney for Joan B. Hall

	/s/ Anastacia S. Knapper, attorney-in-fact for Joan B. Hall	03/18/2013
	** 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 5 (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

                  POWER OF ATTORNEY

         Know all by these presents, that the
undersigned hereby constitutes and appoints each of
Kevin Sierks 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 12th day of March, 2013.



/s/ Joan B. Hall
-----------------------------------
Signature