Edgar Filing: Miller Patricia R.

Ownership Submission

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

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Miller Patricia R.

2. Issuer Name and Ticker or Trading Symbol
Vera Bradley, Inc. [VRA]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

2208 PRODUCTION ROAD

3. Date of Earliest Transaction (Month/Day/Year)
10/26/2010

(Street)

FORT WAYNE, IN 46808

4. If Amendment, Date Original Filed(Month/Day/Year)
10/27/2010

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

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 Stock	10/26/2010		S		3,460,000	D	$ 16	5,687,022	I	See Footnotes ⁽¹⁾ ⁽²⁾

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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 Underlying Securities
(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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Miller Patricia R. 2208 PRODUCTION ROAD FORT WAYNE, IN 46808	X	X

Signatures

/s/ David R. Traylor, by Power of Attorney		02/14/2011
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	P. Michael Miller and Patricia R. Miller are husband and wife. Shares reported in column 4 represent 1,188,344 shares sold by the P. Michael Miller 2009 Annuity Trust and 2,271,656 shares sold by the Patricia R. Miller 2009 Annuity Trust pursuant to the initial public offering of Vera Bradley, Inc., in which the P. Michael Miller 2009 Annuity Trust and the Patricia R. Miller 2009 Annuity Trust were selling shareholders. Shares reported in column 5 represent shares beneficially owned by P. Michael Miller, including 1,066,654 shares held by the Patricia R. Miller 2007 Annuity Trust, 1,599,839 shares held by the Miller 2007 Dynasty Trust, 2,970,540 shares held by the Patricia R. Miller 2009 Annuity Trust, and 49,989 shares held by P. Michael Miller. P. Michael Miller is the trustee of the Patricia R. Miller 2007 Annuity Trust, the Miller 2007 Dynasty Trust, and the Patricia R. Miller 2009 Annuity Trust.
(2)	This Form 4/A is being filed to correct an error on the Form 4 filed October 27, 2010, and to supply additional disclosure regarding the nature of Ms. Miller's indirect beneficial ownership. The Form 4 filed October 27, 2010, inadvertently omitted 3,000 shares of common stock held by P. Michael Miller and information regarding the nature of the indirect beneficial ownership of Ms. Miller's shares reported in column 5.

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