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: 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)

Holdings (Non-Derivative)

Security	Shares	Ownership
Voting Common Stock, par value $0.001	689193.18	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 voting common stock owned of record by Sun Cardinal, LLC ("Sun Cardinal").

F3: 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.