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 PARTNERS V LP (10% Owner)
Reporting Person: SUN CAPITAL PARTNERS V, LTD. (10% Owner)
Reporting Person: Sun Capital Advisors V, L.P. (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	15252672	Indirect
2015-03-27	Common Stock, par value $0.01	P	50000	$17.0585	Acquired	15302672	Indirect
2015-03-30	Common Stock, par value $0.01	P	25000	$17.1986	Acquired	15327672	Indirect

Footnotes

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

F2: 15,037,793 of the reported shares are owned of record by Sun Cardinal, LLC ("Sun Cardinal"). SCP V owns all of the ownership interests in Sun Cardinal. 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 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 of record by Sun Cardinal and SK Financial. Each Indirect Sun Owner expressly disclaims beneficial ownership of any securities in which it does not have a pecuniary interest.