VINCE HOLDING CORP. — Director's Dealing 2015

Mar 26, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: VINCE HOLDING CORP. (VNCE)
CIK: 0001579157
Period of Report: 2015-03-23

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
2015-03-23	Common Stock, par value $0.01	P	14879	$17.0099	Acquired	5027495	Indirect
2015-03-23	Common Stock, par value $0.01	P	75000	$17.1024	Acquired	5102495	Indirect
2015-03-24	Common Stock, par value $0.01	P	50000	$17.0048	Acquired	5152495	Indirect
2015-03-25	Common Stock, par value $0.01	P	50000	$17.0115	Acquired	5202495	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. As a result, 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 SK Financial. Each Indirect Sun Owner expressly disclaims beneficial ownership of any securities in which it does not have a pecuniary interest.