VINCE HOLDING CORP. — Director's Dealing 2013

Nov 28, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: VINCE HOLDING CORP. (VNCE)
CIK: 0001579157
Period of Report: 2013-11-27

Reporting Person: Sun Cardinal, LLC (10% Owner)
Reporting Person: SUN CAPITAL PARTNERS V LP (10% Owner)
Reporting Person: SUN CAPITAL PARTNERS V, LTD. (10% Owner)
Reporting Person: Sun Capital Advisors V, L.P. (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-11-27	Common Stock, par value $0.01	J	19654204	—	Acquired	19654204	Indirect
2013-11-27	Common Stock, par value $0.01	M	196583	$0.04	Acquired	19850787	Indirect
2013-11-27	Common Stock, par value $0.01	S	1125000	$18.60	Disposed	18725787	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-11-27	Employee Stock Option (right to buy)	$0.04	A	196583	Acquired	2013-12-07	Common Stock (196583)	Indirect
2013-11-27	Employee Stock Option (right to buy)	$0.04	M	196583	Disposed	2013-12-07	Common Stock (196583)	Indirect

Footnotes

F1: 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").

F2: Represents common stock owned of record by Sun Cardinal, LLC ("Sun Cardinal"). Sun Captial Partners V, L.P. ("SCP V") owns all of the ownership interests in Sun Cardinal. 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, 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 by Sun Cardinal. Each Indirect Sun Owner expressly disclaims beneficial ownership of any securities in which they do not have a pecuniary interest.

F3: As set forth in Table II, 196,583 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 acquired such options from the former Kellwood Company employee and exercised such options on the same date.

F4: Represents shares of common stock sold in the Company's initial public offering by Sun Cardinal at a public offering price of $20.00 per share, net of the underwriters' discount of $1.40 per share.

F5: 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.