VINCE HOLDING CORP. — Director's Dealing 2016

Apr 25, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: SCSF Cardinal, LLC (10% Owner)
Reporting Person: Sun Capital Securities Offshore Fund, Ltd. (10% Owner)
Reporting Person: SUN CAPITAL SECURITIES FUND, LP (10% Owner)
Reporting Person: Sun Capital Securities, LLC (10% Owner)
Reporting Person: Sun Capital Securities Advisors, LP (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	6927234	Indirect
2016-04-21	Common Stock, par value $0.01	P	48916	$5.50	Acquired	6976150	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

Footnotes

F1: Represents the exercise of subscription rights in the Vince Holding Corp. ("Vince") rights offering by SCSF Cardinal, LLC ("SCSF Cardinal"), 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 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: Represents common stock owned of record by SCSF Cardinal. SCSF Cardinal is jointly owned by Sun Capital Securities Offshore Fund, Ltd. ("SCSF Offshore") and Sun Capital Securities Fund, L.P. ("SCSF LP"). Sun Cardinal Securities, LLC ("SCSF LLC") is the general parter of Sun Capital Securities Advisors, L.P. ("SCSF Advisors"), which is in turn the general partner of SCSF LP. As a result, 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. Each Indirect Sun Owner expressly disclaims beneficial ownership of any securities in which it does not have a pecuniary interest.