Form 4 VINCE HOLDING CORP. For: Sep 08 Filed by: Sun Capital Securities, LLC

September 12, 2017 8:33 PM
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person *
SCSF Cardinal, LLC

(Last) (First) (Middle)
C/O SUN CAPITAL PARTNERS, INC.
5200 TOWN CIRCLE CENTER, SUITE 600

(Street)
BOCA RATON FL 33486

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
VINCE HOLDING CORP. [ VNCE ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
09/08/2017
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock, par value $0.01 09/08/2017 X (1) 9,400,362 A $ 0.45 16,376,512 (3) I See Footnote (3)
Common Stock, par value $0.01 09/08/2017 P (2) 4,457,812 A $ 0.45 20,834,324 (3) I See Footnote (3)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Subscription Rights (Right to buy) $ 0.45 09/08/2017 X (1) 6,976,150 08/15/2017 09/08/2017 Common Stock 9,400,362 $ 0 0 I See Footnote (3)
Explanation of Responses:
1. 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 1.3475 shares of Vince common stock, resulting in the purchase by SCSF Cardinal of 9,400,362 shares of Vince common stock.
2. 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.
3. 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.
/s/ C. Deryl Couch, by power of attorney, for Sun Capital Securities Offshore Fund, Ltd. 09/12/2017
** Signature of Reporting Person Date
/s/ C. Deryl Couch, by power of attorney, for Sun Capital Securities Fund, LP 09/12/2017
** Signature of Reporting Person Date
/s/ C. Deryl Couch, by power of attorney, for Sun Capital Securities Advisors, LP 09/12/2017
** Signature of Reporting Person Date
/s/ C. Deryl Couch, by power of attorney, for Sun Capital Securities, LLC 09/12/2017
** Signature of Reporting Person Date
/s/ C. Deryl Couch, by power of attorney, for SCSF Cardinal, LLC 09/12/2017
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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