X0306 4 2016-12-19 0 0001495320 Vera Bradley, Inc. VRA 0001503705 Ray Michael C. C/O VERA BRADLEY, INC. 12420 STONEBRIDGE ROAD ROANOKE IN 46783 0 0 1 0 Common Stock 267862 D Common Stock 832796 I By Michael Ray 2009 Grantor Retained Annuity Trust Common Stock 6610469 I By Barbara B. Baekgaard 2009 Grantor Retained Annuity Trust Common Stock 173519 I By Anne-Marie Ray 2015 Grantor Retained Annuity Trust Common Stock 2016-12-19 4 S 0 12771 12.37 D 113710 I By Anne-Marie Ray Revocable Trust Common Stock 2016-12-19 4 S 0 113710 11.80 D 0 I By Anne-Marie Ray Revocable Trust Common Stock 200000 I By Anne-Marie Ray 2016 Grantor Retained Annuity Trust #1 The reporting person disclaims beneficial ownership of these shares. The prices reported are weighted average prices. The shares were sold in multiple transactions at prices ranging from $12.22 to $12.57, 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. /s/ Michael C. Ray 2016-12-21