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Form 4 Vera Bradley, Inc. For: Jul 01 Filed by: Byrne Thomas Farrell II

July 6, 2015 5:09 PM EDT
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person *
Byrne Thomas Farrell II

(Last) (First) (Middle)
C/O VERA BRADLEY, INC.
12420 STONEBRIDGE ROAD

(Street)
ROANOKE IN 46783

(City) (State) (Zip)
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)
3. Date of Earliest Transaction (Month/Day/Year)
07/01/2015
4. If Amendment, Date of Original Filed (Month/Day/Year)
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. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction 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 Shares 07/01/2015   J (1) V 200,000 D $ 0 8,610,469 (1) I See footnote (1)
Common Shares 07/01/2015   J (2) V 50,000 (2) A $ 0 50,000 (2) D  
Common Shares 07/01/2015   G V 25,000 (3) D $ 0 25,000 D  
Common Shares 07/01/2015   G V 25,000 (4) D $ 0 0 D  
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction 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 (Month/Day/Year) 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: 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. Constitutes 8,610,469 shares of the Issuer's common stock held by The Barbara B. Baekgaard 2009 Grantor Retained Annuity Trust (the "Baekgaard Trust"). The Baekgaard Trust distributed 50,000 shares of the Issuer's common stock to each of its four beneficiaries in accordance with the terms of the documents governing the Baekgaard Trust. Mr. Byrne disclaims beneficial ownership of the Issuer's shares held by the Baekgaard Trust, except to the extent of his pecuniary interest therein.
2. The Baekgaard Trust distributed 50,000 shares of the Issuer's common stock to Mr. Byrne as a beneficiary of the Baekgaard Trust.
3. Of the 50,000 shares of the Issuer's common stock Mr. Byrne received from the Baekgaard Trust, Mr. Byrne is gifting 25,000 shares of the Issuer's common stock to Indiana University.
4. Of the 50,000 shares of the Issuer's common stock Mr. Byrne received from the Baekgaard Trust, Mr. Byrne is gifting 25,000 shares of the Issuer's common stock to the Barbara Bradley Baekgaard Family Foundation.
/s/ Thomas F. Byrne 07/06/2015
** 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 Number.


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