Vera Bradley, Inc.
2208 Production Road
Fort Wayne, Indiana 46808
April 15, 2011
Securities and Exchange Commission
100 F. Street, N.E.
Washington, D.C. 20549-0409
| Re: | Request for Withdrawal of Post-Effective Amendment No. 1 to |
| Registration Statement on Form S-1 (File No. 333-173277) filed on |
| April 13, 2011 (Accession No. 0001193125-11-096118) |
Ladies and Gentlemen:
Pursuant to Rule 477(a) of the Securities Act of 1933, as amended (the “Securities Act”), Vera Bradley, Inc. (the “Company”), hereby requests the withdrawal of Post-Effective Amendment No. 1 (“Post-Effective Amendment No. 1”) to the Registration Statement on Form S-1 (File No. 333-173277) (the “Registration Statement”), filed by the Company with the Securities and Exchange Commission (the “Commission”) on April 13, 2011. Post-Effective Amendment No. 1 was inadvertently filed under the incorrect form type in the Commission’s Electronic Data Gathering and Retrieval system and is currently reflected as a post-effective amendment filed to provide updated prospectus information (POS AM) instead of a post-effective amendment filed solely to add exhibits to a registration statement (POS EX) pursuant to Rule 462(d) under the Securities Act as was stated on the face of the filing. The Company wishes to withdraw Post-Effective Amendment No. 1 to correct this error. The Company intends to file a revised Post-Effective Amendment No. 1 solely to rectify the EDGAR filing error specified above.
Please contact our counsel, Arlene K. Lim of Winston & Strawn LLP, at (312) 558-6061 if you have any questions.
Very truly yours,
Vera Bradley, Inc. | ||
| By: | /s/ Michael C. Ray | |
| Michael C. Ray | ||
| Chief Executive Officer | ||
| cc: | Arlene K. Lim |
