Fund 1 Investments Discloses Stake in Vera Bradley

TL;DR

**Fund 1 Investments now has a stake in Vera Bradley. Watch this space.**

AI Summary

Fund 1 Investments, LLC, through its filing on June 26, 2024, has disclosed a beneficial ownership stake in Vera Bradley, Inc. The filing indicates a change in their holdings, requiring this Schedule 13D submission. The specific percentage and number of shares owned are detailed within the full filing.

Why It Matters

This filing signals a significant investor's interest in Vera Bradley, potentially influencing the company's stock performance and strategic decisions.

Risk Assessment

Risk Level: medium — Schedule 13D filings often indicate activist investor intent, which can lead to increased volatility and strategic shifts for the company.

Key Players & Entities

• Fund 1 Investments, LLC (company) — Filing entity
• Vera Bradley, Inc. (company) — Subject company
• Kenneth Mantel, Esq. (person) — Authorized contact for notices
• Olshan Frome Wolosky LLP (company) — Legal counsel

FAQ

Key Financial Figures

• $19,914,128 — y the Reporting Person is approximately $19,914,128, including brokerage commissions. Item

Filing Documents

• sc13d13866010_06272024.htm (SC 13D) — 80KB
• 0000921895-24-001467.txt ( ) — 81KB

Security and Issuer

Item 1. Security and Issuer . This statement relates to the Common Stock, without par value (the “Shares”), of Vera Bradley, Inc., an Indiana corporation (the “Issuer”). The address of the principal executive offices of the Issuer is 12420 Stonebridge Road, Roanoke, Indiana 46783.

Identity and Background

Item 2. Identity and Background . (a) This Schedule 13D is filed by Fund 1 Investments, LLC (“Fund 1 Investments” or the “Reporting Person”), with respect to the Shares beneficially owned by it. The Shares reported herein are held for the benefit of private investment vehicles, including Pleasant Lake Onshore Feeder Fund, LP (“Pleasant Lake Feeder Fund” and collectively with the private investment vehicles, the “Funds”), for which Pleasant Lake Partners LLC (“PLP”) serves as investment adviser. Fund 1 Investments serves as managing member of PLP, and Jonathan Lennon serves as managing member of Fund 1 Investments. (b) The principal business address of Fund 1 Investments is 100 Carr 115, Unit 1900, Rincon, Puerto Rico 00677. (c) The principal business of Fund 1 Investments is serving as managing member of PLP. (d) The Reporting Person has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) The Reporting Person has not, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) Fund 1 Investments is organized under the laws of the State of Delaware.

Source and Amount of Funds or Other Consideration

Item 3. Source and Amount of Funds or Other Consideration . The Shares beneficially owned by the Reporting Person were purchased with working capital of the Funds (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases. The aggregate purchase price of the 2,875,855 Shares beneficially owned by the Reporting Person is approximately $19,914,128, including brokerage commissions.

Purpose of Transaction

Item 4. Purpose of Transaction . The Reporting Person purchased the Shares based on the Reporting Person’s belief that the Shares, when purchased, were undervalued and represented an attractive investment opportunity. Depending upon overall market conditions, other investment opportunities available to the Reporting Person, and the availability of Shares at prices that would make the purchase or sale of Shares desirable, the Reporting Person may endeavor to increase or decrease its position in the Issuer through, among other things, the purchase or sale of Shares on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Person may deem advisable. 3 CUSIP No. 92335C106 The Reporting Person intends to engage in discussions with the Issuer’s board of directors (the “Board”) and management team regarding operational and strategic opportunities for the Issuer to enhance stockholder value. The Reporting Person does not have any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon or in connection with completion of, or following, any of the actions discussed herein. The Reporting Person intends to review its investment in the Issuer on a continuing basis. Depending on various factors including, without limitation, the Issuer’s financial position, results and strategic direction, actions taken by the Issuer’s management team and the Board, price levels of the Shares, conditions in the securities markets, general economic and industry conditions, and other investment opportunities available to the Reporting Person, the Reporting Person may in the future take such actions with respect to its investment in the Issuer as it deems appropriate including, without limitation, engaging in additional communications with management and the Board, eng

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer . The aggregate percentage of Shares reported beneficially owned by the Reporting Person is based upon 29,487,786 Shares outstanding as of June 5, 2024, which is the total number of Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on June 12, 2024. (a) As of the date hereof, Fund 1 Investments beneficially owned 2,875,855 Shares. Percentage: Approximately 9.8% (b) 1. Sole power to vote or direct vote: 2,875,855 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 2,875,855 4. Shared power to dispose or direct the disposition: 0 (c) The transactions in the Shares by Fund 1 Investments on behalf of the Funds during the past sixty days are set forth in Schedule A and are incorporated herein by reference. (d) The Funds have the right to receive, or the power to direct the receipt of dividends from, or the proceeds from the sale of, the reported securities. (e) Not applicable. 4 CUSIP No. 92335C106

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer . The Reporting Person has entered into certain cash-settled swap agreements with an unaffiliated third-party financial institution (the “Cash-Settled Swaps”). Collectively, the Cash-Settled Swaps held by the Reporting Person represent economic exposure to an aggregate of 1,032,592 notional Shares, representing approximately 3.5% of the outstanding Shares. The Cash-Settled Swaps provide the Reporting person with economic results that are comparable to the economic results of ownership, but do not provide it with the power to vote or direct the voting, or dispose of or direct the disposition, of the Shares that are subject to the Cash-Settled Swaps. Other than as described herein, there are no contracts, arrangements, understandings or relationships between the Reporting Person and any other person, with respect to the securities of the Issuer.

Material to be Filed as Exhibits

Item 7. Material to be Filed as Exhibits . Not applicable. 5 CUSIP No. 92335C106

SIGNATURES

SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: June 26, 2024 FUND 1 INVESTMENTS, LLC By: /s/ Benjamin C. Cable Name: Benjamin C. Cable Title: Chief Operating Officer 6 CUSIP No. 92335C106 SCHEDULE A Transactions in the Securities of the Issuer During the Past Sixty Days Nature of the Transaction Amount of Securities Purchased/(Sold) Price ($) Date of Purchase/Sale FUND 1 INVESTMENTS, LLC (On Behalf of the Funds) Sale of Common Stock (18,440) 7.2542 05/08/2024 Sale of Common Stock (20,261) 7.4173 05/10/2024 Sale of Common Stock (27,498) 7.6667 05/14/2024 Sale of Common Stock (38,018) 7.7439 05/15/2024 Sale of Common Stock (31,708) 7.7787 05/16/2024 Purchase of Common Stock 10,000 7.7533 05/16/2024 Purchase of Common Stock 16,500 7.7975 05/17/2024 Purchase of Common Stock 10,000 7.8015 05/17/2024 Sale of Common Stock (52,274) 7.7947 05/17/2024 Purchase of Common Stock 13,500 7.7648 05/20/2024 Sale of Common Stock (42,575) 7.8454 05/20/2024 Sale of Common Stock (8,539) 7.8572 05/20/2024 Sale of Common Stock (61,454) 7.7610 05/21/2024 Purchase of Common Stock 4,000 7.7492 05/22/2024 Sale of Common Stock (50,000) 7.7593 05/22/2024 Purchase of Common Stock 1,000 7.7330 05/23/2024 Purchase of Common Stock 6,000 7.8208 05/24/2024 Sale of Common Stock (791) 7.9866 05/28/2024 Sale of Common Stock (18,480) 7.9780 05/28/2024 Purchase of Common Stock 6,000 7.9562 05/28/2024 Purchase of Common Stock 13,000 7.8467 05/29/2024 Sale of Common Stock (86,900) 7.8320 05/29/2024 Sale of Common Stock (156,396) 7.9048 05/30/2024 Purchase of Common Stock 12,500 7.9145 05/30/2024 Purchase of Common Stock 36,500 8.1483 05/31/2024 Sale of Common Stock (136,000) 8.0380 05/31/2024 Purchase

View Full Filing

View this SC 13D filing on SEC EDGAR