VINCE HOLDING CORP. — Director's Dealing 2016

Jun 28, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: VINCE HOLDING CORP. (VNCE)
CIK: 0001579157
Period of Report: 2016-06-24

Reporting Person: Wallace Melissa (See Remarks)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-06-24	Employee Stock Option (right to buy)	$5.61	A	11820	Acquired	2025-10-02	Common Stock (11820)	Direct
2016-06-24	Employee Stock Option (right to buy)	$5.98	A	49978	Acquired	2026-06-02	Common Stock (49978)	Direct

Footnotes

F1: The reported transaction involved the grant of additional stock options (the "Adjustment Options") to effect the adjustment of outstanding options (the "Existing Options") that were granted to the Reporting Person on October 2, 2015 (the "Grant Date") pursuant to the Vince 2013 Omnibus Incentive Plan (the "Plan") of Vince Holding Corp. (the "Company"). The Existing Options were adjusted in accordance with the terms of the Plan to reflect the impact of the rights offering completed by the Company on April 21, 2016. The adjustment was approved by the compensation committee of the board of directors (the "Board") of the Company on May 16, 2016 and the terms of the adjustment were finalized and communicated to the Reporting Person on June 24, 2016. The Adjustment Options have the same terms as the Existing Options.

F2: The Adjustment Options have the same vesting schedule as the Existing Options and vest on each of the first, second, third and fourth anniversaries of the Grant Date, in each case subject to the Reporting Person's continued employment with the Company through each such vesting date.

F3: The grant of the stock options was approved by the Board on June 2, 2016 as the Reporting Person's annual grant and the terms of the stock options were finalized and communicated to the Reporting Person on June 24, 2016. Such options shall vest over the course of four years, with 25% of the options vesting on each of the first, second, third and fourth anniversaries of June 2, 2016, in each case subject to the Reporting Person's continued employment through each such vesting date.