VINCE HOLDING CORP. — Director's Dealing 2015

Mar 31, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: VINCE HOLDING CORP. (VNCE)
CIK: 0001579157
Period of Report: 2015-03-26

Reporting Person: Sun Capital Securities Offshore Fund, Ltd. (10% Owner)
Reporting Person: SUN CAPITAL SECURITIES FUND, LP (10% Owner)
Reporting Person: Sun Capital Securities Advisors, LP (10% Owner)
Reporting Person: Sun Capital Securities, LLC (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-03-26	Common Stock, par value $0.01	P	25000	$17.018	Acquired	5227495	Indirect
2015-03-27	Common Stock, par value $0.01	P	50000	$17.0585	Acquired	5277495	Indirect
2015-03-30	Common Stock, par value $0.01	P	25000	$17.1986	Acquired	5302495	Indirect

Footnotes

F1: Represents common stock owned of record by SK Financial Services, LLC ("SK Financial"), which is jointly owned by Sun Capital Securities Offshore Fund, Ltd. ("SCSF Offshore"), Sun Capital Securities Fund, L.P. ("SCSF LP") and Sun Capital Partners V, L.P. ("SCP V"). The Form 4 for SCP V is filed separately. Sun Capital Securities, LLC ("SCSF LLC") is the general partner of Sun Capital Securities Advisors, L.P. ("SCSF Advisors"), which is in turn the general partner of SCSF LP.

F2: 5,012,616 of the reported shares are owned of record by SCSF Cardinal, LLC ("SCSF Cardinal"). SCSF Cardinal is jointly owned by SCSF Offshore and SCSF LP. The remaining reported shares are owned of record by SK Financial. As a result and for the reasons described in footnote 1 above, each of SCSF LLC, SCSF Advisors, SCSF LP and SCSF Offshore (collectively, the "Indirect Sun Owners") may be deemed to have indirect beneficial ownership of the securities owned of record by SCSF Cardinal and SK Financial. Each Indirect Sun Owner expressly disclaims beneficial ownership of any securities in which it does not have a pecuniary interest.