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VINCE HOLDING CORP. — Director's Dealing 2017
Sep 13, 2017
34985_dirs_2017-09-12_c4653d48-4505-431b-b527-5e0aaa734ffd.zip
Director's Dealing
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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 Cardinal, LLC (10% Owner)
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 |
|---|---|---|---|---|---|---|---|
| 2017-09-08 | Common Stock, par value $0.01 | X | 28200985 | $0.45 | Acquired | 49129360 | Indirect |
| 2017-09-08 | Common Stock, par value $0.01 | P | 13373435 | $0.45 | Acquired | 62502795 | 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 |
Footnotes
F1: Represents the exercise of subscription rights in the Vince Holding Corp. ("Vince") rights offering by Sun Cardinal, LLC ("Sun Cardinal"), 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 shares of Vince common stock.
F2: Represents the purchase by Sun Cardinal of 13,373,435 shares of Vince common stock pursuant to the rights offering backstop investment agreement by and among Vince, Sun Cardinal and SCSF Cardinal, LLC.
F3: Represents common stock owned of record by Sun Cardinal. Sun Captial Partners V, L.P. ("SCP V") owns all of the ownership interests in Sun Cardinal. 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, 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 by Sun Cardinal. Each Indirect Sun Owner expressly disclaims beneficial ownership of any securities in which it does not have a pecuniary interest.