Sec Form 4 Filing - Byrne Thomas Farrell II @ Vera Bradley, Inc. - 2019-10-02

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

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1. Name and Address of Reporting Person Byrne Thomas Farrell II 2. Issuer Name and Ticker or Trading Symbol Vera Bradley, Inc. [ VRA] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner _____ Officer (give title below) X __ Other (specify below) Member of a 10% owner group (Last) (First) (Middle) C/O VERA BRADLEY, INC., 12420 STONEBRIDGE ROAD 3. Date of Earliest Transaction (MM/DD/YY) 10/02/2019 (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 10/02/2019 G V 2,380 D $ 0 102,846 ( 1 ) I By Barbara Bradley Baekgaard Family Foundation Common Stock 10/02/2019 G V 11,900 D $ 0 90,946 ( 1 ) I By Barbara Bradley Baekgaard Family Foundation Common Stock 248,524 ( 2 ) I By Thomas Farrell Byrne II Revocable Trust Common Stock 281,098 ( 2 ) I By Thomas F. Byrne, II 2017 Grantor Retained Annuity Trust #1 Common Stock 2,459,290 ( 1 ) 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 E xpiration 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) 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Byrne Thomas Farrell II C/O VERA BRADLEY, INC. 12420 STONEBRIDGE ROAD ROANOKE, IN46783 Member of a 10% owner group Signatures /s/ Thomas F. Byrne, II 10/04/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The reporting person disclaims beneficial ownership of these shares, except to the extent of the reporting person's pecuniary interest therein. ( 2 )On September 19, 2019, the Thomas F. Byrne, II 2017 Grantor Retained Annuity Trust #1 (the "2017 GRAT") made an annuity payment of 129,905 shares of Issuer common stock to the reporting person, who, in turn, assigned the shares to the Thomas F. Byrne II Revocable Trust (the "Revocable Trust"). The reporting person is the settlor, sole trustee and sole annuitant of the 2017 GRAT and the settlor and sole trustee of the Revocable Trust.

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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