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Filing Details

Accession Number:: 0001181431-13-060945
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2013-11-27 19:45:57
Reporting Period:: 2013-11-27

Filing Date:: 2013-11-27
Accepted Time:: 2013-11-27 19:45:57
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1579157	Vince Holding Corp.	VNCE	Retail-Apparel & Accessory Stores (5600)	753264870

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1193052	J Marc Leder	C/O Sun Capital Partners, Inc. 5200 Town Circle Center, Suite 600 Boca Raton FL 33486		No	No	Yes	No
1193057	R Rodger Krouse	C/O Sun Capital Partners, Inc. 5200 Town Circle Center, Suite 600 Boca Raton FL 33486		No	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock, Par Value $0.01	Acquisiton	2013-11-27	26,205,624	$0.00	26,205,624	No	4	J	Indirect	See Footnotes
Common Stock, Par Value $0.01	Acquisiton	2013-11-27	262,111	$0.04	26,467,735	No	4	M	Indirect	See Footnotes
Common Stock, Par Value $0.01	Disposition	2013-11-27	1,500,000	$18.60	24,967,735	No	4	S	Indirect	See Footnotes

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	J	Indirect	See Footnotes
No	4	M	Indirect	See Footnotes
No	4	S	Indirect	See Footnotes

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Employee Stock Option (right to buy)	Acquisiton	2013-11-27	262,111	$4.61	262,111	$0.04
Common Stock	Employee Stock Option (right to buy)	Disposition	2013-11-27	262,111	$0.00	262,111	$0.04

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
262,111	2013-11-27	2013-12-07	No	4	A	Indirect
0	2013-11-27	2013-12-07	No	4	M	Indirect

Footnotes

Pursuant to the Amended and Restated Certificate of Incorporation of Apparel Holding Corp. (renamed Vince Holding Corp., the "Company") filed immediately prior to the consummation of the Company's initial public offering, each share of voting common stock, par value $0.001 per share, was converted into 28.5177 shares of common stock, par value $0.01 per share (the "Stock Split").
19,654,204 of the reported shares, after giving effect to the Stock Split, are owned of record by Sun Cardinal, LLC ("Sun Cardinal"). 6,551,420 of the reported shares, after giving effect to the Stock Split, are owned of record by SCSF Cardinal, LLC ("SCSF Cardinal").
Sun Capital Partners V, L.P. ("SCP V"), owns all of the ownership interests in Sun Cardinal. Through a revocable trust, each of Marc J. Leder ("Leder") and Rodger R. Krouse ("Krouse") owns fifty percent (50%) of Sun Capital Partners V, Ltd., which is the general partner of Sun Capital Advisors V, L.P., which is the general partner of SCP V. As a result, Messrs. Leder and Krouse (collectively, the "Indirect Sun Owners") may be deemed to have indirect beneficial ownership of the securities owned of record by Sun Cardinal. Each Indirect Sun Owner expressly disclaims beneficial ownership of any securities in which they do not have a pecuniary interest. (Continued on Footnote 4)
SCSF Cardinal is jointly owned by Sun Capital Securities Offshore Fund, Ltd. ("SCSF Offshore") and Sun Capital Securities Fund, L.P. ("SCSF LP"). Each o Leder and Krouse also controls, through his revocable trust, 50% of the membership interest in Sun Cardinal Securities, LLC ("SCSF LLC"), which in turn is the general parter of Sun Capital Securities Advisors, L.P. ("SCSF Advisors"), which is in turn the general partner of SCSF LP. As a result, Messrs. Leder and Krouse (collectively, the "Indirect Sun Owners") may be deemed to have indirect beneficial ownership of the securities owned of record by SCSFCardinal. Each Indirect Sun Owner expressly disclaims beneficial ownership of any securities in which they do not have a pecuniary interest.
As set forth in Table II, 262,111 employee stock options were previously issued by Kellwood Company to a former Kellwood Company employee on February 20, 2008 pursuant to the 2010 Option Plan. The Company assumed Kellwood Company's obligations with respect to such options on November 21, 2013 (which became options to acquire shares of the Company's common stock; provided that such options did not become exercisable until consummation of the Company's initial public offering). The options and the related exercise price have been adjusted to give effect to such assumption and the Stock Split. On November 27, 2013, Sun Cardinal and SCSF Cardinal acquired such options from the former Kellwood Company employee and exercised such options on the same date. 196,583 of the shares issued upon the exercise of such options are owned of record by Sun Cardinal and 65,258 of the shares issued upon the exercise of such options are owned of record by SCSF Cardinal.
Represents shares of common stock sold in the Company's initial public offering at a public offering price of $20.00 per share, net of the underwriters' discount of $1.40 per share. 1,125,000 of such shares were sold by Sun Cardinal and 375,000 of such shares were sold by SCSF Cardinal.
Pursuant to that option extension agreement dated as of August 5,2013 between the former employee and Kellwood Copmany, the expiration date of the subject options was extended to the earliest of (i) 10 days following the consummation of the Company's initial public offering (which occurred on November 27, 2013), (ii) the date of the consummation of a "Sale" (as defined in the employee's grant agreement) and (iii) June 20, 2020.