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 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	29082375	$0.45	Acquired	50605434	Indirect
2017-09-08	Common Stock, par value $0.01	P	13373435	$0.45	Acquired	63978869	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	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 Sun Cardinal, LLC ("Sun 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 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 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: 49,129,360 of the reported shares are owned of record by Sun Cardinal.

F4: 62,502,795 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. 1,476,074 of the reported shares are owned of record by SK Financial Services, LLC ("SK Financial"), which 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"). 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.