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Filing Details

Accession Number:: 0000899243-16-019580
Form Type:: 4/A
Zero Holdings:: No
Publication Time:: 2016-05-10 16:32:06
Reporting Period:: 2016-04-21

Filing Date:: 2016-05-10
Accepted Time:: 2016-05-10 16:32:06
Original Submission Date:: 2016-04-25
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1579157	Vince Holding Corp.	VNCE	()	4/A

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		Yes	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	2016-04-21	7,658,453	$5.50	28,303,546	No	4	X	Indirect	See Footnotes
Common Stock, Par Value $0.01	Acquisiton	2016-04-21	195,663	$5.50	28,499,209	No	4	P	Indirect	See Footnotes

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	X	Indirect	See Footnotes
No	4	P	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	Subscription Rights(Right to buy)	Disposition	2016-04-21	15,037,793	$0.00	5,743,835	$5.50
Common Stock	Subscription Rights(Right to buy)	Disposition	2016-04-21	5,012,616	$0.00	1,914,618	$5.50
Common Stock	Subscription Rights(Right to buy)	Disposition	2016-04-21	430,320	$0.00	164,364	$5.50

Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
2016-03-29	2016-04-21	No	4	X	Indirect
2016-03-29	2016-04-21	No	4	X	Indirect
2016-03-29	2016-04-21	No	4	X	Indirect

Footnotes

Represents the exercise of subscription rights in the Vince Holding Corp. ("Vince") rights offering by Sun Cardinal, LLC ("Sun Cardinal"), SCSF Cardinal, LLC ("SCSF Cardinal") and SK Financial Services, LLC ("SK Financial"), with each right entitling the holder to purchase 0.3183 shares of Vince common stock, resulting in the purchase by Sun Cardinal of 5,743,835, by SCSF Cardinal of 1,914,618 and by SK Financial of 164,364 shares of Vince common stock, including pursuant to the exercise of over-subscription rights.
Represents the purchase of 146,747 and 48,916 shares of Vince common stock by Sun Cardinal and SCSF Cardinal, respectively, pursuant to the rights offering backstop investment agreement by and among Vince, Sun Cardinal and SCSF Cardinal.
20,781,628 of the reported shares are owned of record by Sun Cardinal and 6,927,234 of the reported shares are owned of record by SCSF Cardinal.
20,928,375 of the reported shares are owned of record by Sun Cardinal and 6,976,150 of the reported shares are owned of record by SCSF Cardinal.
594,684 of the reported shares are owned of record by SK Financial. SK Financial is jointly owned by Sun Capital Partners V, L.P. ("SCP V"), Sun Capital Securities Offshore Fund, Ltd. ("SCSF Offshore") and Sun Capital Securities Fund, L.P. ("SCSF LP"). Through a revocable trust, each of Messrs. Rodger R. Krouse and Marc J. Leder own 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. Each of Messrs. Krouse and Leder also controls, through his revocable trust, 50% of the membership interest in Sun Capital Securities, LLC, which in turn is the general partner of Sun Capital Securities Advisors, L.P., which is in turn the general partner of SCSF LP. SCP V owns all of the ownership interests in Sun Cardinal.
(Continued from footnote 5) SCSF Cardinal is jointly owned by SCSF Offshore and SCSF LP. As a result, Mr. Krouse may be deemed to have indirect beneficial ownership of the securities owned of record by Sun Cardinal, SCSF Cardinal and SK Financial. Mr. Krouse expressly disclaims beneficial ownership of any securities in which he does not have a pecuniary interest.