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: 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
2016-04-21	Common Stock, par value $0.01	X	1914618	$5.50	Acquired	7521918	Indirect
2016-04-21	Common Stock, par value $0.01	P	48916	$5.50	Acquired	7570834	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	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 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 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 by SCSF Cardinal of 48,916 shares of Vince common stock pursuant to the rights offering backstop investment agreement by and among Vince, Sun Cardinal, LLC and SCSF Cardinal.

F3: 6,927,234 of the reported shares are owned of record by SCSF Cardinal.

F4: 6,976,150 of the reported shares are owned of record by SCSF Cardinal.

F5: SCSF Cardinal is jointly owned by Sun Capital Securities Offshore Fund, Ltd. ("SCSF Offshore") and Sun Capital Securities Fund, L.P. ("SCSF LP"). 594,684 of the reported shares are owned of record by SK Financial, which is jointly owned by SCSF Offshore, SCSF LP and Sun Capital Partners V, L.P. ("SCP V"). 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 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. The Form 4 for SCP V is filed separately.