X0306 4 2015-09-21 0 0001495320 Vera Bradley, Inc. VRA 0001629298 Byrne James Bradley C/O VERA BRADLEY, INC. 12420 STONEBRIDGE ROAD ROANOKE IN 46783 0 0 1 0 Common Shares 2015-09-21 4 J 0 1200000 0.00 D 7410469 I By Barbara B. Baekgaard 2009 Grantor Retained Annuity Trust Common Shares 2015-09-21 5 J 0 E 300000 0.00 A 0 D Common Shares 300000 I By James B. Byrne 2015 Grantor Retained Annuity Trust Represents a distribution by the Barbara B. Baekgaard 2009 Grantor Retained Annuity Trust (the "Baekgaard Trust") of 300,000 shares of the Issuer's common stock to each of the four beneficiaries of the Baekgaard Trust, including the reporting person, in accordance with the terms of the documents governing the Baekgaard Trust. The reporting person disclaims beneficial ownership of these shares. On September 21, 2015, following the reporting person's receipt of the 300,000 share distribution from the Baekgaard Trust, the reporting person transferred the shares to the James B. Byrne 2015 Grantor Retained Annuity Trust, of which the reporting person is the sole trustee. /s/ James B. Byrne 2015-09-23