SEC Form 4

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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* Sun Capital Securities Offshore Fund, Ltd. (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)		10,281,752	A	$0.45	17,852,586(3)(5)	I	See Footnote(5)
Common Stock, par value $0.01	09/08/2017		P(2)		4,457,812	A	$0.45	22,310,398(4)(5)	I	See Footnote(5)

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	$0.00	0	I	See Footnote(5)
Subscription Rights (Right to buy)	$0.45	09/08/2017		X(1)			594,684	08/15/2017	09/08/2017	Common Stock	881,389	$0.00	0	I	See Footnote(5)

1. Name and Address of Reporting Person* Sun Capital Securities Offshore Fund, Ltd. (Last) (First) (Middle) C/O SUN CAPITAL PARTNERS, INC. 5200 TOWN CIRCLE CENTER, SUITE 600 (Street) BOCA RATON FL 33486 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* SUN CAPITAL SECURITIES FUND, LP (Last) (First) (Middle) C/O SUN CAPITAL PARTNERS, INC. 5200 TOWN CIRCLE CENTER, SUITE 600 (Street) BOCA RATON FL 33486 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Sun Capital Securities Advisors, LP (Last) (First) (Middle) C/O SUN CAPITAL PARTNERS, INC. 5200 TOWN CIRCLE CENTER, SUITE 600 (Street) BOCA RATON FL 33486 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Sun Capital Securities, LLC (Last) (First) (Middle) C/O SUN CAPITAL PARTNERS, INC. 5200 TOWN CIRCLE CENTER, SUITE 600 (Street) BOCA RATON FL 33486 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. 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.

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

4. 20,834,324 of the reported shares are owned of record by SCSF Cardinal.

5. 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.

Remarks:

	/s/ C. Deryl Couch by power of attorney for Sun Capital Securities Offshore Fund, Ltd.	09/12/2017
	/s/ C. Deryl Couch by power of attorney for Sun Capital Securities Fund, LP	09/12/2017
	/s/ C. Deryl Couch by power of attorney for Sun Capital Securities Advisors, LP	09/12/2017
	/s/ C. Deryl Couch by power of attorney for Sun Capital Securities, LLC	09/12/2017
	** Signature of Reporting Person	Date
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