X0306 4 2017-12-21 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 Stock 2017-12-21 4 S 0 12292 12.33 D 32605 I By James Bradley Byrne Revocable Trust Common Stock 41122 I By James B. Byrne 2016 Grantor Retained Annuity Trust #1 Common Stock 500000 I By James B. Byrne 2017 Grantor Retained Annuity Trust #1 Common Stock 4610469 I By Barbara B. Baekgaard 2009 Grantor Retained Annuity Trust The price reported in column 4 is a weighted average price. The shares sold on December 21, 2017 were sold in multiple transactions at prices ranging from $12.30 to $12.50, 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. On September 26, 2017, the James B. Byrne 2015 Grantor Retained Annuity Trust (the "2015 GRAT") made an annuity payment of 94,897 shares of Issuer common stock to the reporting person, who, in turn, assigned the shares to the James Bradley Byrne Revocable Trust (the "Revocable Trust"). The Revocable Trust made a charitable contribution of 50,000 shares of Issuer common stock on September 26, 2017, as previously reported. The reporting person is the sole trustee and annuitant of the 2015 GRAT and sole trustee of the Revocable Trust. The reporting person disclaims beneficial ownership of these shares. /s/ James B. Byrne 2017-12-26