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Filing Details

Accession Number:: 0000899243-16-019582
Form Type:: 4/A
Zero Holdings:: No
Publication Time:: 2016-05-10 16:33:18
Reporting Period:: 2016-04-21

Filing Date:: 2016-05-10
Accepted Time:: 2016-05-10 16:33:18
Original Submission Date:: 2016-04-25
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1579157	Vince Holding Corp.	VNCE	()	1231

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
1391476	Sun Capital Partners V Lp	C/O Sun Capital Partners, Inc. 5200 Town Circle Center, Suite 600 Boca Raton FL 33486	No	No	Yes	No
1456479	Sun Capital Advisors V, L.p.	C/O Sun Capital Partners, Inc. 5200 Town Circle Center, Suite 600 Boca Raton FL 33486	No	No	Yes	No
1456482	Sun Capital Partners V, Ltd.	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	2016-04-21	5,743,835	$5.50	21,376,312	No	4	X	Indirect	See Footnote
Common Stock, Par Value $0.01	Acquisiton	2016-04-21	146,747	$5.50	21,523,059	No	4	P	Indirect	See Footnote

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	X	Indirect	See Footnote
No	4	P	Indirect	See Footnote

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	430,320	$0.00	164,364	$5.50

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
0	2016-03-29	2016-04-21	No	4	X	Indirect
0	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") 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 and by SK Financial of 164,364 shares of Vince common stock, including pursuant to the exercise of over-subscription rights.
Represents the purchase by Sun Cardinal of 146,747 shares of Vince common stock pursuant to the rights offering backstop investment agreement by and among Vince, Sun Cardinal and SCSF Cardinal, LLC.
20,781,628 of the reported shares are owned of record by Sun Cardinal.
20,928,375 of the reported shares are owned of record by Sun Cardinal.
Sun Capital Partners V, L.P. ("SCP V") owns all of the ownership interests in Sun Cardinal. 594,684 of the reported shares are owned of record by SK Financial Services, LLC ("SK Financial"), which is jointly owned by SCP V, Sun Capital Securities Offshore Fund, Ltd. ("SCSF Offshore") and Sun Capital Securities Fund, L.P. ("SCSF LP"). Sun Capital Partners V, Ltd. is the general partner of Sun Capital Advisors V, L.P., which is the general partner of SCP V. As a result, each of SCP V, Sun Capital Partners V, Ltd. and Sun Capital Advisors V, L.P. (collectively, the "Indirect Sun Owners") may be deemed to have indirect beneficial ownership of the securities owned of record by Sun Cardinal and SK Financial. Each Indirect Sun Owner expressly disclaims beneficial ownership of any securities in which it does not have a pecuniary interest. The Form 4 for SCSF Offshore and SCSF LP is filed separately.