VINCE HOLDING CORP. — Director's Dealing 2015

Oct 6, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: VINCE HOLDING CORP. (VNCE)
CIK: 0001579157
Period of Report: 2015-10-02

Reporting Person: Wallace Melissa (See Remarks)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-10-02	Employee Stock Option (right to buy)	$26.14	D	66655	Disposed	2025-01-01	Common Stock (66655)	Direct
2015-10-02	Employee Stock Option (right to buy)	$3.60	A	66655	Acquired	2025-10-02	Common Stock (66655)	Direct

Footnotes

F1: On October 2, 2015, Vince Holding Corp. (the "Company") cancelled, pursuant to the terms of its option exchange program, an option to receive 66,655 shares of the Company's common stock (the "Original Options") previously granted to the reporting person on January 1, 2015 (the "Original Grant Date"). In exchange, on the same date (the "New Grant Date"), the reporting person was granted a replacement option to receive the same number of shares of the Company's common stock (the "Replacement Options") with an exercise price of $3.60 per share.

F2: Prior to cancellation, the Original Options were scheduled to vest over the course of three years from the Original Grant Date, with 33.3% of the Original Options vesting on each of the first, second and third anniversaries of the Original Grant Date.

F3: The Replacement Options vest over the course of four years from the New Grant Date, with 25% of the Replacement Options vesting on each of the first, second, third and fourth anniversaries of the New Grant Date.