VINCE HOLDING CORP. — Director's Dealing 2013

Nov 22, 2013

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: Apparel Holding Corp. (VNCE)
CIK: 0001579157
Period of Report: 2013-11-21

Reporting Person: LEDER MARC J (10% Owner)
Reporting Person: KROUSE RODGER R (10% Owner)

Holdings (Non-Derivative)

Security	Shares	Ownership
Voting Common Stock, par value $0.001	918924.91	Indirect

Footnotes

F1: Pursaunt to the Amended and Restated Certificate of Incorporation of Apparel Holding Corp. (to be renamed Vince Holding Corp., the "Company") to be 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, will be converted into 28.5177 shares of common stock, par value $0.01 per share.

F2: Represents 689,193.18 shares of voting common stock owned of record by Sun Cardinal, LLC ("Sun Cardinal") and 229,731.73 shares of voting common stock owned of record by SCSF Cardinal, LLC ("SCSF Cardinal").

F3: Sun Captial 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.

F4: SCSF Cardinal is jointly owned by Sun Capital Securities Offshore Fund, Ltd. ("SCSF Offshore") and Sun Capital Securities Fund, L.P. ("SCSF LP"). Each of 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.