X0306 4 2016-12-19 0 0001495320 Vera Bradley, Inc. VRA 0001504073 Hall Robert J C/O VERA BRADLEY, INC. 12420 STONEBRIDGE ROAD ROANOKE IN 46783 0 0 1 0 Common Stock 6610469 I By Barbara B. Baekgaard 2009 Grantor Retained Annuity Trust Common Stock 200000 I By Joan Byrne Hall 2016 Grantor Retained Annuity Trust #1 Common Stock 54463 D Common Stock 173519 I By Joan Byrne Hall 2015 Grantor Retained Annuity Trust Common Stock 2016-12-19 4 S 0 6387 12.37 D 120094 I By Joan Byrne Hall Revocable Trust Common Stock 2016-12-19 4 S 0 56855 11.80 D 63239 I By Joan Byrne Hall Revocable Trust The reporting person disclaims beneficial ownership of these shares. On October 3, 2016, the Joan B. Hall 2015 Grantor Retained Annuity Trust (the "2015 GRAT") made an annuity payment of 126,481 shares of Issuer common stock to the reporting person's spouse, who, in turn, assigned the shares to the Joan Byrne Hall Revocable Trust (the "Revocable Trust"). The reporting person's spouse is the sole trustee and annuitant of the 2015 GRAT and sole trustee of the Revocable Trust. 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/ Robert J. Hall 2016-12-21