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: DUBINER JAY L (See Remarks)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-11-27	Employee Stock Option (right to buy)	$7.84	A	52422	Disposed	2023-10-15	Common stock (52422)	Direct
2013-11-27	Employee Stock Option (right to buy)	$20.00	A	28518	Disposed	2023-11-21	Common stock (28518)	Direct

Footnotes

F1: The reported transaction involved the assumption of outstanding options that were granted by Kellwood Company pursuant to the 2010 Stock Option Plan of Kellwood Company on October 15, 2013. Vince Holding Corp. (the "Company") assumed Kellwood Company's obligations with respect to such options on November 21, 2013; provided that such options did not become exercisable until the consummation of the Company's initial public offering on November 27, 2013. The board of directors of the Company approved such assumption on November 21, 2013 in accordance with Rule 16d-3(d) as promulgated under the Securities Exchange Act of 1934 (as amended). The options provide for vesting 20% each year on the anniversary of the grant date beginning on the first anniversary of the grant date so long as the Reporting Person remains employed with the Company. On November 26, 2013, the Company amended the related grant agreement to eliminate restrictions on the exercisability of such options as they vest.

F2: Pursuant to the Amended and Restated Certificate of Incorporation of 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"). The options and the related exercise prices have been adjusted to give effect to the assumption discussed above in Footnote 1 and the Stock Split.

F3: The options were granted on November 21, 2013 pursuant to the Vince 2013 Omnibus Incentive Plan; provided that such options did not become exercisable until the date of the consummation of the Company's initial public offering on November 27, 2013. Such options give effect to the Stock Split and shall vest over the course of four years, with 33.33% of the options granted to such employee vesting on each of the second, third and fourth anniversaries of the grant date, in each case subject to the Reporting Person's continued employment with the Company through each such vesting date.