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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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., 2208 PRODUCTION ROAD 3. Date of Earliest Transaction (Month/Day/Year) 06/04/2014 (Street) FORT WAYNE, IN 46808 4. If Amendment, Date 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 (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 Shares               9,696,465 I See footnote (1) Common Shares 06/04/2014   S   5,000 (2) D $ 25.4 (3) 909,998 D   Common Shares 06/05/2014   S   2,500 (2) D $ 24.15 (3) 907,498 D   Common Shares 06/05/2014   S   2,500 (2) D $ 23.61 (3) 904,998 D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Ray Michael C. C/O VERA BRADLEY, INC. 2208 PRODUCTION ROAD FORT WAYNE, IN 46808		X

Signatures

/s/ Anastacia S. Knapper, attorney-in-fact for Michael C. Ray		06/06/2014
**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)	The shares in column 5 represent shares beneficially owned by Michael C. Ray, including 885,996 shares held by the Michael Ray 2009 Grantor Retained Annuity Trust, of which his spouse serves as sole trustee, and 8,810,469 shares held by the Barbara B. Baekgaard 2009 Grantor Retained Annuity Trust, of which he serves as co-trustee. Mr. Ray disclaims beneficial ownership of and pecuniary interest in all of these shares.
(2)	These shares were sold pursuant to a written plan dated March 24, 2014 as specified in Rule 10b5-1 of the Securities Exchange Act of 1934, as amended.
(3)	The prices reported in column 4 are weighted average prices. The shares sold on June 4, 2014 were sold in multiple transactions at prices ranging from $25.14 to $25.70, inclusive. The shares sold on June 5, 2014 for which a $24.15 price is listed were sold in multiple transactions at prices ranging from $24.00 to $24.28, inclusive. The shares sold on June 5, 2014 for which a $23.61 price is listed were sold in multiple transactions at prices ranging from $23.15 to $23.99, inclusive. The reporting person undertakes to provide Vera Bradley, Inc., any security holder of Vera Bradley, Inc., 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 ranges set forth in the footnote.

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