VINCE HOLDING CORP. — Director's Dealing 2017

Sep 13, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: VINCE HOLDING CORP. (VNCE)
CIK: 0001579157
Period of Report: 2017-09-08

Reporting Person: LEDER MARC J (Director, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-09-08	Common Stock, par value $0.01	X	38482737	$0.45	Acquired	66981946	Indirect
2017-09-08	Common Stock, par value $0.01	P	17831247	$0.45	Acquired	84813193	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-09-08	Subscription Rights
(Right to buy)	$0.45	X	20928375	Disposed	2017-09-08	Common Stock (28200985)	Indirect
2017-09-08	Subscription Rights
(Right to buy)	$0.45	X	6976150	Disposed	2017-09-08	Common Stock (9400362)	Indirect
2017-09-08	Subscription Rights
(Right to buy)	$0.45	X	594684	Disposed	2017-09-08	Common Stock (881390)	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 1.3475 shares of Vince common stock, resulting in the purchase by Sun Cardinal of 28,200,985, by SCSF Cardinal of 9,400,362 and by SK Financial of 881,390 shares of Vince common stock, including pursuant to the exercise of over-subscription rights.

F2: Represents the purchase of 13,373,435 and 4,457,812 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: 49,129,360 of the reported shares are owned of record by Sun Cardinal and 16,376,512 of the reported shares are owned of record by SCSF Cardinal.

F4: 62,502,795 of the reported shares are owned of record by Sun Cardinal and 20,834,324 of the reported shares are owned of record by SCSF Cardinal.

F5: 1,476,074 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. Leder may be deemed to have indirect beneficial ownership of the securities owned of record by Sun Cardinal, SCSF Cardinal and SK Financial. Mr. Leder expressly disclaims beneficial ownership of any securities in which he does not have a pecuniary interest.