SEC Form 4 · accession 0001209191-15-006928

Vera Bradley, Inc. · VRA

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

10% Owner

Period of report

Jan 26, 2015

Accepted (ET)

Jan 28, 2015 · 11:35 am EST

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 Shares^F2,F3,F1	Jan 26, 2015	S	1,250	$19.34	D	660,552	D
Common Shares^F2,F3,F1	Jan 27, 2015	S	1,250	$19.16	D	659,302	D
Common Shares^F1	holding	—	—		—	9,696,465	I	See footnote

No Table II lines on this filing.

F1The shares in column 5 include 885,996 shares of the Issuer's common stock held by the Michael Ray 2009 Grantor Retained Annuity Trust ("Ray Trust"), of which his spouse serves as sole trustee and, together with the members of his family, also is a beneficiary, and 8,810,469 shares held by the Barbara B. Baekgaard 2009 Grantor Retained Annuity Trust ("Baekgaard Trust"). Mr. Ray disclaims beneficial ownership of the Issuer's shares held by the Ray Trust and the Baekgaard Trust, except to the extent of his pecuniary interest therein.
F2The sales reported in this Form 4 were effected under a Rule 10b5-1 trading plan dated March 24, 2014.
F3The price reported in column 4 is a weighted average price. The shares sold on January 26, 2015 were sold in multiple transactions at prices ranging from $19.18 to $19.49, inclusive. The shares sold on January 27, 2015 were sold in multiple transactions at prices ranging from $19.00 to $19.39, 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.