0001193125-15-031603.txt : 20150203 0001193125-15-031603.hdr.sgml : 20150203 20150203163059 ACCESSION NUMBER: 0001193125-15-031603 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20150203 DATE AS OF CHANGE: 20150203 GROUP MEMBERS: MARC J. LEDER GROUP MEMBERS: RODGER R. KROUSE GROUP MEMBERS: SCSF CARDINAL, LLC GROUP MEMBERS: SUN CAPITAL ADVISORS V, L.P. GROUP MEMBERS: SUN CAPITAL PARTNERS V, L.P. GROUP MEMBERS: SUN CAPITAL PARTNERS V, LTD. GROUP MEMBERS: SUN CAPITAL SECURITIES ADVISORS, LP GROUP MEMBERS: SUN CAPITAL SECURITIES FUND, LP GROUP MEMBERS: SUN CAPITAL SECURITIES OFFSHORE FUND, LTD. GROUP MEMBERS: SUN CAPITAL SECURITIES, LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: VINCE HOLDING CORP. CENTRAL INDEX KEY: 0001579157 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-APPAREL & ACCESSORY STORES [5600] IRS NUMBER: 753264870 STATE OF INCORPORATION: DE FISCAL YEAR END: 0202 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-87993 FILM NUMBER: 15571577 BUSINESS ADDRESS: STREET 1: 500 FIFTH AVENUE STREET 2: 20TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10110 BUSINESS PHONE: 212-515-2600 MAIL ADDRESS: STREET 1: 500 FIFTH AVENUE STREET 2: 20TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10110 FORMER COMPANY: FORMER CONFORMED NAME: Apparel Holding Corp. DATE OF NAME CHANGE: 20130626 FORMER COMPANY: FORMER CONFORMED NAME: Kellwood Holding Corp. DATE OF NAME CHANGE: 20130612 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Sun Cardinal, LLC CENTRAL INDEX KEY: 0001591990 IRS NUMBER: 680668366 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 5200 TOWN CENTER CIRCLE, SUITE 600 CITY: BOCA RATON STATE: FL ZIP: 33486 BUSINESS PHONE: 561-948-7509 MAIL ADDRESS: STREET 1: 5200 TOWN CENTER CIRCLE, SUITE 600 CITY: BOCA RATON STATE: FL ZIP: 33486 SC 13G/A 1 d861528dsc13ga.htm SC 13G/A SC 13G/A

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

Schedule 13G/A

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

 

 

Vince Holding Corp.

 

(Name of Issuer)

Common Stock, par value $0.01

 

(Title of Class of Securities)

92719W 108

 

(CUSIP Number)

December 31, 2014

 

(Date of Event which Requires Filing of this Statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

¨ Rule 13d-1(b)

 

¨ Rule 13d-1(c)

 

x Rule 13d-1(d)

 

 

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

13G/A
CUSIP No. 92719W 108 Page 2 of 22 Pages

 

  1 

NAMES OF REPORTING PERSON

I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY):

 

Sun Cardinal, LLC

  2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a)  x         (b)  ¨        

 

  3

SEC USE ONLY

 

  4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

      5 

  SOLE VOTING POWER

 

  0

     6 

  SHARED VOTING POWER

 

  15,037,793 (See Item 4)

     7 

  SOLE DISPOSITIVE POWER

 

  0

     8 

  SHARED DISPOSITIVE POWER

 

  15,037,793 (See Item 4)

  9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

15,037,793 (See Item 4)

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)

 

¨        

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

40.9% (See Item 4)

12

TYPE OF REPORTING PERSON (See Instructions)

 

OO

All percentages set forth on the cover pages to this Schedule 13G/A were calculated based on 36,748,245 shares outstanding as of December 8, 2014 as disclosed in Vince Holding Corp.’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission (the “Commission”) on December 12, 2014.

13G/A
CUSIP No. 92719W 108 Page 3 of 22 Pages

 

  1 

NAMES OF REPORTING PERSON

I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY):

 

Sun Capital Partners V, L.P.

  2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a)  x         (b)  ¨        

 

  3

SEC USE ONLY

 

  4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Cayman Islands

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

      5 

  SOLE VOTING POWER

 

  0

     6 

  SHARED VOTING POWER

 

  15,037,793 (See Item 4)

     7 

  SOLE DISPOSITIVE POWER

 

  0

     8 

  SHARED DISPOSITIVE POWER

 

  15,037,793 (See Item 4)

  9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

15,037,793 (See Item 4)

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)

 

¨        

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

40.9% (See Item 4)

12

TYPE OF REPORTING PERSON (See Instructions)

 

PN

All percentages set forth on the cover pages to this Schedule 13G/A were calculated based on 36,748,245 shares outstanding as of December 8, 2014 as disclosed in Vince Holding Corp.’s Quarterly Report on Form 10-Q filed with the Commission on December 12, 2014.

13G/A
CUSIP No. 92719W 108 Page 4 of 22 Pages

 

  1 

NAMES OF REPORTING PERSON

I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY):

 

Sun Capital Advisors V, L.P.

  2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a)  x         (b)  ¨        

 

  3

SEC USE ONLY

 

  4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Cayman Islands

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

      5 

  SOLE VOTING POWER

 

  0

     6 

  SHARED VOTING POWER

 

  15,037,793 (See Item 4)

     7 

  SOLE DISPOSITIVE POWER

 

  0

     8 

  SHARED DISPOSITIVE POWER

 

  15,037,793 (See Item 4)

  9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

15,037,793 (See Item 4)

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)

 

¨        

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

40.9% (See Item 4)

12

TYPE OF REPORTING PERSON (See Instructions)

 

PN

All percentages set forth on the cover pages to this Schedule 13G/A were calculated based on 36,748,245 shares outstanding as of December 8, 2014 as disclosed in Vince Holding Corp.’s Quarterly Report on Form 10-Q filed with the Commission on December 12, 2014.

13G/A
CUSIP No. 92719W 108 Page 5 of 22 Pages

 

  1 

NAMES OF REPORTING PERSON

I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY):

 

Sun Capital Partners V, Ltd.

  2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a)  x         (b)  ¨        

 

  3

SEC USE ONLY

 

  4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Cayman Islands

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

      5 

  SOLE VOTING POWER

 

  0

     6 

  SHARED VOTING POWER

 

  15,037,793 (See Item 4)

     7 

  SOLE DISPOSITIVE POWER

 

  0

     8 

  SHARED DISPOSITIVE POWER

 

  15,037,793 (See Item 4)

  9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

15,037,793 (See Item 4)

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)

 

¨        

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

40.9% (See Item 4)

12

TYPE OF REPORTING PERSON (See Instructions)

 

OO

All percentages set forth on the cover pages to this Schedule 13G/A were calculated based on 36,748,245 shares outstanding as of December 8, 2014 as disclosed in Vince Holding Corp.’s Quarterly Report on Form 10-Q filed with the Commission on December 12, 2014.

13G/A
CUSIP No. 92719W 108 Page 6 of 22 Pages

 

  1 

NAMES OF REPORTING PERSON

I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY):

 

SCSF Cardinal, LLC

  2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a)  x         (b)  ¨        

 

  3

SEC USE ONLY

 

  4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

      5 

  SOLE VOTING POWER

 

  0

     6 

  SHARED VOTING POWER

 

  5,012,616 (See Item 4)

     7 

  SOLE DISPOSITIVE POWER

 

  0

     8 

  SHARED DISPOSITIVE POWER

 

  5,012,616 (See Item 4)

  9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

5,012,616 (See Item 4)

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)

 

¨        

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

13.6% (See Item 4)

12

TYPE OF REPORTING PERSON (See Instructions)

 

OO

All percentages set forth on the cover pages to this Schedule 13G/A were calculated based on 36,748,245 shares outstanding as of December 8, 2014 as disclosed in Vince Holding Corp.’s Quarterly Report on Form 10-Q filed with the Commission on December 12, 2014.

13G/A
CUSIP No. 92719W 108 Page 7 of 22 Pages

 

  1 

NAMES OF REPORTING PERSON

I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY):

 

Sun Capital Securities Offshore Fund, Ltd.

  2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a)  x         (b)  ¨        

 

  3

SEC USE ONLY

 

  4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Cayman Islands

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

      5 

  SOLE VOTING POWER

 

  0

     6 

  SHARED VOTING POWER

 

  5,012,616 (See Item 4)

     7 

  SOLE DISPOSITIVE POWER

 

  0

     8 

  SHARED DISPOSITIVE POWER

 

  5,012,616 (See Item 4)

  9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

5,012,616 (See Item 4)

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)

 

¨        

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

13.6% (See Item 4)

12

TYPE OF REPORTING PERSON (See Instructions)

 

OO

All percentages set forth on the cover pages to this Schedule 13G/A were calculated based on 36,748,245 shares outstanding as of December 8, 2014 as disclosed in Vince Holding Corp.’s Quarterly Report on Form 10-Q filed with the Commission on December 12, 2014.

13G/A
CUSIP No. 92719W 108 Page 8 of 22 Pages

 

  1 

NAMES OF REPORTING PERSON

I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY):

 

Sun Capital Securities Fund, LP

  2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a)  x         (b)  ¨        

 

  3

SEC USE ONLY

 

  4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

      5 

  SOLE VOTING POWER

 

  0

     6 

  SHARED VOTING POWER

 

  5,012,616 (See Item 4)

     7 

  SOLE DISPOSITIVE POWER

 

  0

     8 

  SHARED DISPOSITIVE POWER

 

  5,012,616 (See Item 4)

  9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

5,012,616 (See Item 4)

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)

 

¨        

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

13.6% (See Item 4)

12

TYPE OF REPORTING PERSON (See Instructions)

 

PN

All percentages set forth on the cover pages to this Schedule 13G/A were calculated based on 36,748,245 shares outstanding as of December 8, 2014 as disclosed in Vince Holding Corp.’s Quarterly Report on Form 10-Q filed with the Commission on December 12, 2014.

13G/A
CUSIP No. 92719W 108 Page 9 of 22 Pages

 

  1 

NAMES OF REPORTING PERSON

I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY):

 

Sun Capital Securities, LLC

  2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a)  x         (b)  ¨        

 

  3

SEC USE ONLY

 

  4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

      5 

  SOLE VOTING POWER

 

  0

     6 

  SHARED VOTING POWER

 

  5,012,616 (See Item 4)

     7 

  SOLE DISPOSITIVE POWER

 

  0

     8 

  SHARED DISPOSITIVE POWER

 

  5,012,616 (See Item 4)

  9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

5,012,616 (See Item 4)

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)

 

¨        

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

13.6% (See Item 4)

12

TYPE OF REPORTING PERSON (See Instructions)

 

OO

All percentages set forth on the cover pages to this Schedule 13G/A were calculated based on 36,748,245 shares outstanding as of December 8, 2014 as disclosed in Vince Holding Corp.’s Quarterly Report on Form 10-Q filed with the Commission on December 12, 2014.

13G/A
CUSIP No. 92719W 108 Page 10 of 22 Pages

 

  1 

NAMES OF REPORTING PERSON

I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY):

 

Sun Capital Securities Advisors, LP

  2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a)  x         (b)  ¨        

 

  3

SEC USE ONLY

 

  4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Cayman Islands

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

      5 

  SOLE VOTING POWER

 

  0

     6 

  SHARED VOTING POWER

 

  5,012,616 (See Item 4)

     7 

  SOLE DISPOSITIVE POWER

 

  0

     8 

  SHARED DISPOSITIVE POWER

 

  5,012,616 (See Item 4)

  9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

5,012,616 (See Item 4)

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)

 

¨        

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

13.6% (See Item 4)

12

TYPE OF REPORTING PERSON (See Instructions)

 

PN

All percentages set forth on the cover pages to this Schedule 13G/A were calculated based on 36,748,245 shares outstanding as of December 8, 2014 as disclosed in Vince Holding Corp.’s Quarterly Report on Form 10-Q filed with the Commission on December 12, 2014.

13G/A
CUSIP No. 92719W 108 Page 11 of 22 Pages

 

  1 

NAMES OF REPORTING PERSON

I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY):

 

Marc J. Leder

  2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a)  x         (b)  ¨        

 

  3

SEC USE ONLY

 

  4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

      5 

  SOLE VOTING POWER

 

  0

     6 

  SHARED VOTING POWER

 

  20,050,409 (See Item 4)

     7 

  SOLE DISPOSITIVE POWER

 

  0

     8 

  SHARED DISPOSITIVE POWER

 

  20,050,409 (See Item 4)

  9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

20,050,409 (See Item 4)

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)

 

¨        

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

54.6% (See Item 4)

12

TYPE OF REPORTING PERSON (See Instructions)

 

IN

All percentages set forth on the cover pages to this Schedule 13G/A were calculated based on 36,748,245 shares outstanding as of December 8, 2014 as disclosed in Vince Holding Corp.’s Quarterly Report on Form 10-Q filed with the Commission on December 12, 2014.

13G/A
CUSIP No. 92719W 108 Page 12 of 22 Pages

 

  1 

NAMES OF REPORTING PERSON

I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY):

 

Rodger R. Krouse

  2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a)  x         (b)  ¨        

 

  3

SEC USE ONLY

 

  4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

      5 

  SOLE VOTING POWER

 

  0

     6 

  SHARED VOTING POWER

 

  20,050,409 (See Item 4)

     7 

  SOLE DISPOSITIVE POWER

 

  0

     8 

  SHARED DISPOSITIVE POWER

 

  20,050,409 (See Item 4)

  9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

20,050,409 (See Item 4)

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)

 

¨        

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

54.6% (See Item 4)

12

TYPE OF REPORTING PERSON (See Instructions)

 

IN

All percentages set forth on the cover pages to this Schedule 13G/A were calculated based on 36,748,245 shares outstanding as of December 8, 2014 as disclosed in Vince Holding Corp.’s Quarterly Report on Form 10-Q filed with the Commission on December 12, 2014.

CUSIP No. 92719W 108

 

13G/A

 

Page 13 of 22 Pages

 

Item 1(a) Name of Issuer:

 

         Vince Holding Corp. (the “Company”)

 

Item 1(b) Address of Issuer’s Principal Executive Offices:

 

         The Company’s principal executive offices are at 500 Fifth Avenue - 20th Floor, New York, New York 10110.

 

Item 2(a) Name of Person Filing:

 

         This Amendment No. 1 to Schedule 13G is being jointly filed by each of the following persons pursuant to Rule 13d-1(k) promulgated by the Securities and Exchange Commission pursuant to Section 13 of the Act: Sun Cardinal, LLC (“Sun Cardinal”), SCSF Cardinal, LLC (“SCSF Cardinal”), Sun Capital Partners V, L.P. (“SCP V”), Sun Capital Advisors V, L.P. (“Sun Advisors V”), Sun Capital Partners V, Ltd. (“Sun Partners V Ltd.”), Sun Capital Securities Offshore Fund, Ltd. (“Sun Offshore”), Sun Capital Securities Fund, LP (“Sun Securities Fund”), Sun Capital Securities, LLC (“Sun Securities LLC”), Sun Capital Securities Advisors, LP (“Sun Securities Advisors”), Marc J. Leder (“Leder”) and Rodger R. Krouse (“Krouse”) (collectively, the “Reporting Persons”).

 

         The Reporting Persons have entered into a Joint Filing Agreement, dated February 3, 2015, a copy of which is attached as Exhibit A to this statement, pursuant to which the Reporting Persons agreed to file this Schedule 13G/A and any amendments thereto jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Act.

 

Item 2(b) Address of Principal Business Office or, if none, Residence:

 

         The address of the principal business office of each of the Reporting Persons is c/o Sun Capital Partners, Inc., 5200 Town Circle Center, Suite 600, Boca Raton, Florida 33486.

 

Item 2(c) Citizenship:

 

         Sun Cardinal, SCSF Cardinal, Sun Securities Fund and Sun Securities LLC were organized under the laws of the State of Delaware.

 

         SCP V, Sun Advisors V, Sun Partners V Ltd., Sun Offshore and Sun Securities Advisors were organized under the laws of the Cayman Islands.

 

         Leder and Krouse are citizens of the United States.

 

Item 2(d) Title of Class of Securities:

 

         Common Stock, par value $0.01 per share (the “Common Stock”)

CUSIP No. 92719W 108

 

13G/A

 

Page 14 of 22 Pages

 

Item 2(e) CUSIP Number:

 

         92719W 108

 

Item 3 If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

 

(a)

 ¨ Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

(b)

 ¨ Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

(c)

 ¨ Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

(d)

 ¨ Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

(e)

 ¨ An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E).

(f)

 ¨ An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).

(g)

 ¨ A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G).

(h)

 ¨ A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).

(i)

 ¨ A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3).

(j)

 ¨ Non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J).

(k)

 ¨ Group, in accordance with §240.13d-1(b)(1)(ii)(K).

 

         Not applicable.

 

Item 4 Ownership:

 

  (a) Amount beneficially owned: In the aggregate, the Reporting Persons beneficially own 15,037,793 shares of Common Stock directly held by Sun Cardinal and 5,012,616 shares of Common Stock directly held by SCSF Cardinal.

 

         SCP V owns all of the ownership interests in Sun Cardinal. Through a revocable trust, each of Leder and Krouse own fifty percent (50%) of Sun Partners V Ltd., which in turn is the general partner of Sun Advisors V, which in turn is the general partner of SCP V. As a result of these relationships, each of SCP V, Sun Partners V Ltd., Sun Advisors V, Leder and Krouse has shared voting and dispositive power with respect to the shares of Common Stock directly held by Sun Cardinal.

CUSIP No. 92719W 108

 

13G/A

 

Page 15 of 22 Pages

 

         SCSF Cardinal is jointly owned by Sun Offshore and Sun Securities Fund. Through a revocable trust, each of Leder and Krouse own 50% of the membership interests in Sun Securities, LLC, which in turn is the general partner of Sun Securities Advisors, which is in turn the general partner of Sun Securities Fund. As a result of these relationships, each of Sun Offshore, Sun Securities Fund, Sun Securities LLC, Sun Securities Advisors, Leder and Krouse has shared voting and dispositive power with respect to the shares of Common Stock directly held by SCSF Cardinal.

 

  (b) Percent of class: In the aggregate, the Reporting Persons beneficially own 20,050,409 shares of the Common Stock, or 54.6% of the total number of shares outstanding, by virtue of the 15,037,793 shares of Common Stock directly held by Sun Cardinal and the 5,012,616 shares of Common Stock directly held by SCSF Cardinal.

 

         All percentages calculated in this Schedule 13G/A are based upon an aggregate of 36,748,245 shares of Common Stock outstanding as of December 8, 2014 as disclosed in the Company’s Quarterly Report on Form 10-Q filed on December 12, 2014.

 

  (c) Number of shares as to which such person has:

 

  (i) sole power to vote or to direct the vote: See Item 5 on the cover pages hereto.

 

  (ii) shared power to vote or to direct the vote: See Item 6 on the cover pages hereto.

 

  (iii) sole power to dispose or to direct the disposition of: See Item 7 on the cover pages hereto.

 

  (iv) shared power to dispose or to direct the disposition of: See Item 8 on the cover pages hereto.

Pursuant to Rule 13d-4 of the Act, the Reporting Persons expressly declare that the filing of this statement shall not be construed as an admission that any such person is, for the purposes of Section 13(d) and/or Section 13(g) of the Act or otherwise, the beneficial owner of any securities covered by this statement held by any other person. The Reporting Persons expressly disclaim that they have agreed to act as a group other than as described in this Schedule 13G/A.

 

Item 5 Ownership of Five Percent or Less of a Class:

 

         Not Applicable.

CUSIP No. 92719W 108

 

13G/A

 

Page 16 of 22 Pages

 

Item 6 Ownership of More Than Five Percent on Behalf of Another Person:

 

         Not Applicable.

 

Item 7 Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company:

 

         Not Applicable.

 

Item 8 Identification and Classification of Members of the Group:

 

         See Items 2(a)-2(c).

 

Item 9 Notice of Dissolution of Group:

 

         Not Applicable.

 

Item 10 Certification:

 

         Not Applicable.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: February 3, 2015

 

By:  /s/ Marc J. Leder
Name:  Marc J. Leder
By:  /s/ Rodger R. Krouse
Name:  Rodger R. Krouse
SUN CAPITAL PARTNERS V, LTD.
By:  /s/ Michael J. McConvery
Name:  Michael J. McConvery
Its:  Vice President & Assistant Secretary
SUN CAPITAL ADVISORS V, L.P.
By: Sun Capital Partners V, Ltd.
Its: General Partner
By:  /s/ Michael J. McConvery
Name:  Michael J. McConvery
Its:  Vice President & Assistant Secretary
SUN CAPITAL PARTNERS V, L.P.
By: Sun Capital Advisors V, L.P.
Its: General Partner
By: Sun Capital Partners V, Ltd.
Its: General Partner
By:  /s/ Michael J. McConvery
Name:  Michael J. McConvery
Its:  Vice President & Assistant Secretary

SUN CAPITAL SECURITIES OFFSHORE FUND, LTD.
By: Sun Capital Securities Management, LP
Its: Investment Manager
By: Sun Capital Securities, LLC
Its: General Partner
By: /s/ Michael J. McConvery
Name: Michael J. McConvery
Its: Vice President and Assistant Secretary
By: /s/ Melissa Klafter
Name: Melissa Klafter
Its: Vice President – Fund Controller and Assistant Treasurer
SUN CAPITAL SECURITIES FUND, LP
By: Sun Capital Securities Advisors, LP
Its: General Partner
By: Sun Capital Securities, LLC
Its: General Partner
By: /s/ Michael J. McConvery
Name: Michael J. McConvery
Its: Vice President and Assistant Secretary
SUN CAPITAL SECURITIES ADVISORS, LP
By: Sun Capital Securities, LLC
Its: General Partner
By: /s/ Michael J. McConvery
Name: Michael J. McConvery
Its: Vice President and Assistant Secretary

SUN CAPITAL SECURITIES, LLC
By: /s/ Michael J. McConvery
Name: Michael J. McConvery
Its: Vice President and Assistant Secretary
SUN CARDINAL, LLC
By: /s/ Michael J. McConvery
Name: Michael J. McConvery
Its: Vice President and Assistant Secretary
SCSF CARDINAL, LLC
By: /s/ Michael J. McConvery
Name: Michael J. McConvery
Its: Vice President and Assistant Secretary

Exhibit A

AGREEMENT REGARDING THE JOINT FILING OF SCHEDULE 13G

The undersigned hereby agree that a single Schedule 13G (or any amendment thereto) relating to the Common Stock of Vince Holding Corp. may be filed on behalf of each of the undersigned and that this Agreement shall be filed as an exhibit to such Schedule 13G.

Date: February 3, 2015

 

By: /s/ Marc J. Leder
Name: Marc J. Leder
By: /s/ Rodger R. Krouse
Name: Rodger R. Krouse
SUN CAPITAL PARTNERS V, LTD.
By: /s/ Michael J. McConvery
Name: Michael J. McConvery
Its: Vice President & Assistant Secretary
SUN CAPITAL ADVISORS V, L.P.
By: Sun Capital Partners V, Ltd.
Its: General Partner
By: /s/ Michael J. McConvery
Name: Michael J. McConvery
Its: Vice President & Assistant Secretary
SUN CAPITAL PARTNERS V, L.P.
By: Sun Capital Advisors V, L.P.
Its: General Partner
By: Sun Capital Partners V, Ltd.
Its: General Partner
By: /s/ Michael J. McConvery
Name: Michael J. McConvery
Its: Vice President & Assistant Secretary

SUN CAPITAL SECURITIES OFFSHORE FUND, LTD.
By:  Sun Capital Securities Management, LP
Its:  Investment Manager
By:  Sun Capital Securities, LLC
Its:  General Partner
By:  /s/ Michael J. McConvery
Name:  Michael J. McConvery
Its:  Vice President and Assistant Secretary
By:  /s/ Melissa Klafter
Name:  Melissa Klafter
Its:  Vice President – Fund Controller and Assistant Treasurer
SUN CAPITAL SECURITIES FUND, LP
By:  Sun Capital Securities Advisors, LP
Its:  General Partner
By:  Sun Capital Securities, LLC
Its:  General Partner
By:  /s/ Michael J. McConvery
Name:  Michael J. McConvery
Its:  Vice President and Assistant Secretary
SUN CAPITAL SECURITIES ADVISORS, LP
By:  Sun Capital Securities, LLC
Its:  General Partner
By:  /s/ Michael J. McConvery
Name:  Michael J. McConvery
Its:  Vice President and Assistant Secretary

SUN CAPITAL SECURITIES, LLC
By:  /s/ Michael J. McConvery
Name:  Michael J. McConvery
Its:  Vice President and Assistant Secretary
SUN CARDINAL, LLC
By:  /s/ Michael J. McConvery
Name:  Michael J. McConvery
Its:  Vice President and Assistant Secretary
SCSF CARDINAL, LLC
By:  /s/ Michael J. McConvery
Name:  Michael J. McConvery
Its:  Vice President and Assistant Secretary