SEC Form 4 · accession 0000899243-18-023213
Vera Bradley, Inc. · VRA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Michael C. Ray
Other
Period of report
Aug 22, 2018
Accepted (ET)
Aug 24, 2018 · 4:05 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001495320
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | Aug 22, 2018 | S | 2,429 | $15.05 | D | 85,027 | D | |
| Common StockF1,F2 | Aug 23, 2018 | S | 2,429 | $14.80 | D | 82,598 | D | |
| Common StockF1,F3 | Aug 22, 2018 | S | 10,913 | $15.06 | D | 381,982 | I | By Michael Ray 2009 Grantor Retained Annuity Trust |
| Common StockF1,F3 | Aug 23, 2018 | S | 10,913 | $14.81 | D | 371,069 | I | By Michael Ray 2009 Grantor Retained Annuity Trust |
| Common StockF1,F4,F5 | Aug 22, 2018 | S | 3,276 | $15.05 | D | 238,428 | I | By Anne-Marie Ray Revocable Trust |
| Common StockF1,F4 | Aug 23, 2018 | S | 3,276 | $14.80 | D | 235,152 | I | By Anne-Marie Ray Revocable Trust |
| Common StockF6 | holding | — | — | — | 2,810,469 | I | By Barbara B. Baekgaard 2009 Grantor Retained Annuity Trust | |
| Common StockF5 | holding | — | — | — | 0 | I | By Anne-Marie Ray 2016 Grantor Retained Annuity Trust #1 | |
| Common Stock | holding | — | — | — | 411,003 | I | By Anne-Marie Ray 2017 Grantor Retained Annuity Trust #1 |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1The sales reported in this Form 4 were effected under a Rule 10b5-1 trading plan adopted on April 6, 2018.
- F2The prices reported are weighted average prices. The shares sold on August 22, 2018 were sold in multiple transactions at prices ranging from $14.90 to $15.19, inclusive, and the shares sold on August 23, 2018 were sold in multiple transactions at prices ranging from $14.68 to $14.88, 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 ranges set forth in this footnote.
- F3The prices reported are weighted average prices. The shares sold on August 22, 2018 were sold in multiple transactions at prices ranging from $14.98 to $15.40, inclusive, and the shares sold on August 23, 2018 were sold in multiple transactions at prices ranging from $14.70 to $14.90, 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 ranges set forth in this footnote.
- F4The prices reported are weighted average prices. The shares sold on August 22, 2018 were sold in multiple transactions at prices ranging from $14.90 to $15.19, inclusive, and the shares sold on August 23, 2018 were sold in multiple transactions at prices ranging from $14.68 to $14.88, 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 ranges set forth in this footnote.
- F5On August 17, 2018, the Anne-Marie Ray 2016 Grantor Retained Annuity Trust #1 (the "2016 GRAT") made an annuity payment of 46,252 shares of Issuer common stock to the reporting person's spouse, who, in turn, assigned the shares to the Anne-Marie Ray Revocable Trust (the "Revocable Trust"). The reporting person's spouse is the settlor, sole trustee and sole annuitant of the 2016 GRAT and the settlor and sole trustee of the Revocable Trust.
- F6The reporting person disclaims beneficial ownership of these shares.