X0306 4 2016-01-27 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 8643303 I See footnote Common Stock 2016-01-27 4 S 0 2333 14.50 D 533529 D The shares in column 5 include 885,996 shares of the Issuer's common stock held by the Michael Ray 2009 Grantor Retained Annuity Trust (the "Ray Trust"), 7,410,469 shares held by the Barbara B. Baekgaard 2009 Grantor Retained Annuity Trust (the "Baekgaard Trust"), 300,000 shares held by the Anne-Marie Ray 2015 Grantor Retained Annuity Trust (the "Anne-Marie Trust") and 46,838 shares held by the Barbara Bradley Baekgaard Family Foundation (the "Foundation"). The reporting person disclaims beneficial ownership of the Issuer's shares held by the Ray Trust, the Baekgaard Trust, the Anne-Marie Trust and the Foundation. The sales reported in this Form 4 were effected under a Rule 10b5-1 trading plan dated March 25, 2015. The price reported in column 4 is a weighted average price. The shares sold on January 27, 2016 were sold in multiple transactions at prices ranging from $14.50 to $14.53, 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 range set forth in this footnote. /s/ Michael C. Ray 2016-01-28