VINCE HOLDING CORP. — Director's Dealing 2016

May 10, 2016

SEC Form 4/A — Form 4/A

Issuer: VINCE HOLDING CORP. (VNCE)
CIK: 0001579157
Period of Report: 2016-04-21

Reporting Person: KROUSE RODGER R (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-04-21	Common Stock, par value $0.01	X	7658453	$5.50	Acquired	28303546	Indirect
2016-04-21	Common Stock, par value $0.01	P	195663	$5.50	Acquired	28499209	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-04-21	Subscription Rights(Right to buy)	$5.50	X	15037793	Disposed	2016-04-21	Common Stock (5743835)	Indirect
2016-04-21	Subscription Rights(Right to buy)	$5.50	X	5012616	Disposed	2016-04-21	Common Stock (1914618)	Indirect
2016-04-21	Subscription Rights(Right to buy)	$5.50	X	430320	Disposed	2016-04-21	Common Stock (164364)	Indirect

Footnotes

F1: Represents the exercise of subscription rights in the Vince Holding Corp. ("Vince") rights offering by Sun Cardinal, LLC ("Sun Cardinal"), SCSF Cardinal, LLC ("SCSF Cardinal") and SK Financial Services, LLC ("SK Financial"), with each right entitling the holder to purchase 0.3183 shares of Vince common stock, resulting in the purchase by Sun Cardinal of 5,743,835, by SCSF Cardinal of 1,914,618 and by SK Financial of 164,364 shares of Vince common stock, including pursuant to the exercise of over-subscription rights.

F2: Represents the purchase of 146,747 and 48,916 shares of Vince common stock by Sun Cardinal and SCSF Cardinal, respectively, pursuant to the rights offering backstop investment agreement by and among Vince, Sun Cardinal and SCSF Cardinal.

F3: 20,781,628 of the reported shares are owned of record by Sun Cardinal and 6,927,234 of the reported shares are owned of record by SCSF Cardinal.

F4: 20,928,375 of the reported shares are owned of record by Sun Cardinal and 6,976,150 of the reported shares are owned of record by SCSF Cardinal.

F5: 594,684 of the reported shares are owned of record by SK Financial. SK Financial 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"). Through a revocable trust, each of Messrs. Rodger R. Krouse and Marc J. Leder own fifty percent (50%) of Sun Capital Partners V, Ltd., which is the general partner of Sun Capital Advisors V, L.P., which is the general partner of SCP V. Each of Messrs. Krouse and Leder also controls, through his revocable trust, 50% of the membership interest in Sun Capital Securities, LLC, which in turn is the general partner of Sun Capital Securities Advisors, L.P., which is in turn the general partner of SCSF LP. SCP V owns all of the ownership interests in Sun Cardinal.

F6: (Continued from footnote 5) SCSF Cardinal is jointly owned by SCSF Offshore and SCSF LP. As a result, Mr. Krouse may be deemed to have indirect beneficial ownership of the securities owned of record by Sun Cardinal, SCSF Cardinal and SK Financial. Mr. Krouse expressly disclaims beneficial ownership of any securities in which he does not have a pecuniary interest.