Sec Form 4 Filing - Ray Michael C. @ Vera Bradley, Inc. - 2014-06-04

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
Ray Michael C.
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., 2208 PRODUCTION ROAD
3. Date of Earliest Transaction (MM/DD/YY)
06/04/2014
(Street)
FORT WAYNE, IN46808
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 Shares 9,696,465 I See footnote ( 1 )
Common Shares 06/04/2014 S 5,000 ( 2 ) D $ 25.4 ( 3 ) 909,998 D
Common Shares 06/05/2014 S 2,500 ( 2 ) D $ 24.15 ( 3 ) 907,498 D
Common Shares 06/05/2014 S 2,500 ( 2 ) D $ 23.61 ( 3 ) 904,998 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 (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) 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
Ray Michael C.
C/O VERA BRADLEY, INC.
2208 PRODUCTION ROAD
FORT WAYNE, IN46808
X
Signatures
/s/ Anastacia S. Knapper, attorney-in-fact for Michael C. Ray 06/06/2014
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The shares in column 5 represent shares beneficially owned by Michael C. Ray, including 885,996 shares held by the Michael Ray 2009 Grantor Retained Annuity Trust, of which his spouse serves as sole trustee, and 8,810,469 shares held by the Barbara B. Baekgaard 2009 Grantor Retained Annuity Trust, of which he serves as co-trustee. Mr. Ray disclaims beneficial ownership of and pecuniary interest in all of these shares.
( 2 )These shares were sold pursuant to a written plan dated March 24, 2014 as specified in Rule 10b5-1 of the Securities Exchange Act of 1934, as amended.
( 3 )The prices reported in column 4 are weighted average prices. The shares sold on June 4, 2014 were sold in multiple transactions at prices ranging from $25.14 to $25.70, inclusive. The shares sold on June 5, 2014 for which a $24.15 price is listed were sold in multiple transactions at prices ranging from $24.00 to $24.28, inclusive. The shares sold on June 5, 2014 for which a $23.61 price is listed were sold in multiple transactions at prices ranging from $23.15 to $23.99, 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 ranges set forth in the footnote.

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.