FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Byrne James Bradley
2. Issuer Name and Ticker or Trading Symbol

Vera Bradley, Inc. [ VRA ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      __ X __ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

C/O VERA BRADLEY, INC., 12420 STONEBRIDGE ROAD
3. Date of Earliest Transaction (MM/DD/YYYY)

6/19/2017
(Street)

ROANOKE, IN 46783
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock   6/19/2017     G (1)   V 2000000   D $0.00   4610469   (2) I   By Barbara B. Baekgaard 2009 Grantor Retained Annuity Trust  
Common Stock   6/19/2017     G (1)   V 500000   A $0.00   500000   D    
Common Stock   6/19/2017     G (3)   V 500000   D $0.00   0   D    
Common Stock   6/19/2017     G (3)   V 500000   A $0.00   500000   I   By James B. Byrne 2017 Grantor Retained Annuity Trust #1  
Common Stock                  200000   I   By James B. Byrne 2016 Grantor Retained Annuity Trust #1  
Common Stock                  173519   I   By James B. Byrne 2015 Grantor Retained Annuity Trust  

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Explanation of Responses:
(1)  Represents a distribution by the Barbara B. Baekgaard 2009 Grantor Retained Annuity Trust (the "Baekgaard Trust") of 500,000 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.
(2)  The reporting person disclaims beneficial ownership of these shares.
(3)  Following the reporting person's receipt of the 500,000 share distribution from the Baekgaard Trust, the reporting person immediately transferred the shares to the James B. Byrne 2017 Grantor Retained Annuity Trust #1, of which the reporting person is the sole trustee and annuitant.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Byrne James Bradley
C/O VERA BRADLEY, INC.
12420 STONEBRIDGE ROAD
ROANOKE, IN 46783

X


Signatures
/s/ James B. Byrne 6/27/2017
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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