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 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
2016-04-21	Common Stock, par value $0.01	X	5743835	$5.50	Acquired	21376312	Indirect
2016-04-21	Common Stock, par value $0.01	P	146747	$5.50	Acquired	21523059	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	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") 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 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 Sun Cardinal of 146,747 shares of Vince common stock pursuant to the rights offering backstop investment agreement by and among Vince, Sun Cardinal and SCSF Cardinal, LLC.

F3: 20,781,628 of the reported shares are owned of record by Sun Cardinal.

F4: 20,928,375 of the reported shares are owned of record by Sun Cardinal.

F5: Sun Capital Partners V, L.P. ("SCP V") owns all of the ownership interests in Sun Cardinal. 594,684 of the reported shares are owned of record by SK Financial Services, LLC ("SK Financial"), which is jointly owned by SCP V, Sun Capital Securities Offshore Fund, Ltd. ("SCSF Offshore") and Sun Capital Securities Fund, L.P. ("SCSF LP"). Sun Capital Partners V, Ltd. is the general partner of Sun Capital Advisors V, L.P., which is the general partner of SCP V. As a result, 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. The Form 4 for SCSF Offshore and SCSF LP is filed separately.