Sec Form 4 Filing - Byrne James Bradley @ Vera Bradley, Inc. - 2017-12-21

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
1. Name and Address of Reporting Person
Byrne James Bradley
2. Issuer Name and Ticker or Trading Symbol
Vera Bradley, Inc. [ VRA]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O VERA BRADLEY, INC., 12420 STONEBRIDGE ROAD
3. Date of Earliest Transaction (MM/DD/YY)
12/21/2017
(Street)
ROANOKE, IN46783
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 12/21/2017 S 12,292 D $ 12.33 ( 1 ) 32,605 ( 2 ) I By James Bradley Byrne Revocable Trust
Common Stock 41,122 I By James B. Byrne 2016 Grantor Retained Annuity Trust #1
Common Stock 500,000 I By James B. Byrne 2017 Grantor Retained Annuity Trust #1
Common Stock 4,610,469 ( 3 ) I By Barbara B. Baekgaard 2009 Grantor Retained Annuity Trust
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: Direct (D) o r 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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Byrne James Bradley
C/O VERA BRADLEY, INC.
12420 STONEBRIDGE ROAD
ROANOKE, IN46783
X
Signatures
/s/ James B. Byrne 12/26/2017
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The price reported in column 4 is a weighted average price. The shares sold on December 21, 2017 were sold in multiple transactions at prices ranging from $12.30 to $12.50, inclusive. The reporting person undertakes to provide the Issuer, any security holder of the Issuer, 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 )On September 26, 2017, the James B. Byrne 2015 Grantor Retained Annuity Trust (the "2015 GRAT") made an annuity payment of 94,897 shares of Issuer common stock to the reporting person, who, in turn, assigned the shares to the James Bradley Byrne Revocable Trust (the "Revocable Trust"). The Revocable Trust made a charitable contribution of 50,000 shares of Issuer common stock on September 26, 2017, as previously reported. The reporting person is the sole trustee and annuitant of the 2015 GRAT and sole trustee of the Revocable Trust.
( 3 )The reporting person disclaims beneficial ownership of these shares.

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.