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 *

Ray Michael C. 		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)

9/26/2017
(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   9/26/2017     G   V 50000   D $0.00   277267   (1) (2) I   By Anne-Marie Ray Revocable Trust  
Common Stock   9/29/2017     G   V 50000   D $0.00   227267   (1) I   By Anne-Marie Ray Revocable Trust  
Common Stock                  120712   D    
Common Stock                  532036   I   By Michael Ray 2009 Grantor Retained Annuity Trust  
Common Stock                  0   (1) I   By Anne-Marie Ray 2015 Grantor Retained Annuity Trust  
Common Stock                  46252   (1) I   By Anne-Marie Ray 2016 Grantor Retained Annuity Trust #1  
Common Stock                  500000   I   By Anne-Marie Ray 2017 Grantor Retained Annuity Trust #1  
Common Stock                  4610469   (3) I   By Barbara B. Baekgaard 2009 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)  On September 26, 2017, the Anne-Marie Ray 2015 Grantor Retained Annuity Trust (the "2015 GRAT") made an annuity payment of 173,519 shares of Issuer common stock to the reporting person's spouse, who, in turn, assigned the shares to the Anne-Marie Ray Revocable Trust (the "Revocable Trust"). Also on September 26, 2017, the Anne-Marie Ray 2016 Grantor Retained Annuity Trust #1 (the "2016 GRAT") made an annuity payment of 153,748 shares of Issuer common stock to the reporting person's spouse, who, in turn, assigned the shares to the Revocable Trust. The reporting person's spouse is the sole trustee and annuitant of the 2015 GRAT and the 2016 GRAT, and sole trustee of the Revocable Trust.
(2)  Following receipt of the first annuity payment described in Note (1) above, the 2016 GRAT contributed 50,000 shares of Issuer common stock to the Barbara Bradley Baekgaard Family Foundation; the contribution is the transaction reported in this Form 4.
(3)  The reporting person disclaims beneficial ownership of these shares.

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


Signatures
/s/ Michael C. Ray 10/25/2017
** 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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