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: 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
2017-09-08	Common Stock, par value $0.01	X	10281752	$0.45	Acquired	17852586	Indirect
2017-09-08	Common Stock, par value $0.01	P	4457812	$0.45	Acquired	22310398	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	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 (881389)	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 1.3475 shares of Vince common stock, resulting in the purchase 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 by SCSF Cardinal of 4,457,812 shares of Vince common stock pursuant to the rights offering backstop investment agreement by and among Vince, Sun Cardinal, LLC and SCSF Cardinal.

F3: 16,376,512 of the reported shares are owned of record by SCSF Cardinal.

F4: 20,834,324 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"). 1,476,074 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.