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* Miller P. Michael (Last) (First) (Middle) C/O VERA BRADLEY, INC. 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) 03/29/2013
	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	03/29/2013		M		403	A	(1)	51,308	D
Common Shares	03/29/2013		A		3,597(2)	A	$0	54,905	D
Common Shares	03/29/2013		A		3,597(2)	A	$0	6,970,324	I	See footnote(4)
Common Shares	03/29/2013		M		403	A	(1)	6,970,727	I	See footnote(5)

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
Restricted Stock Units	(3)	03/29/2013		M			403	(1)	(1)	Common Shares	403	$0	403	D
Restricted Stock Units	(3)	03/29/2013		M			403	(1)	(1)	Common Shares	403	$0	403	I	See footnote(6)

Explanation of Responses:

1. The restricted stock units were granted under the Vera Bradley, Inc. 2010 Equity and Incentive Plan. The restricted stock units vest ratably and settle in common shares on each of the first, second and third anniversaries of the grant date, which was March 29, 2011.

2. Represents restricted stock units subject to vesting and forfeiture.

3. Converts into common shares on a one-for-one basis.

4. Shares reported in column 5 represent shares beneficially owned by P. Michael Miller, including 1,599,839 shares held by the Miller 2007 Dynasty Trust, 1,683,340 shares held by the Patricia R. Miller 2007 Family Trust and 3,687,145 shares held by Patricia R. Miller. P. Michael Miller and Patricia R. Miller are husband and wife. P. Michael Miller is the trustee of the Miller 2007 Dynasty Trust and the Patricia R. Miller 2007 Family Trust.

5. Shares reported in column 5 represent shares beneficially owned by P. Michael Miller, including 1,599,839 shares held by the Miller 2007 Dynasty Trust, 1,683,340 shares held by the Patricia R. Miller 2007 Family Trust and 3,687,548 shares held by Patricia R. Miller. P. Michael Miller and Patricia R. Miller are husband and wife. P. Michael Miller is the trustee of the Miller 2007 Dynasty Trust and the Patricia R. Miller 2007 Family Trust.

6. Derivative securities reported in column 9 represent securities beneficially held by Patricia R. Miller. P. Michael Miller and Patricia R. Miller are husband and wife.

	/s/ Anastacia S. Knapper, by power of attorney for P. Michael Miller	04/02/2013
	** 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 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).
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