X0306 4 2016-04-21 0 0001579157 VINCE HOLDING CORP. VNCE 0001344696 Sun Capital Securities Offshore Fund, Ltd. C/O SUN CAPITAL PARTNERS, INC. 5200 TOWN CIRCLE CENTER, SUITE 600 BOCA RATON FL 33486 0 0 1 0 0001288467 SUN CAPITAL SECURITIES FUND, LP C/O SUN CAPITAL PARTNERS, INC. 5200 TOWN CIRCLE CENTER, SUITE 600 BOCA RATON FL 33486 0 0 1 0 0001358621 Sun Capital Securities Advisors, LP C/O SUN CAPITAL PARTNERS, INC. 5200 TOWN CIRCLE CENTER, SUITE 600 BOCA RATON FL 33486 0 0 1 0 0001358622 Sun Capital Securities, LLC C/O SUN CAPITAL PARTNERS, INC. 5200 TOWN CIRCLE CENTER, SUITE 600 BOCA RATON FL 33486 0 0 1 0 Common Stock, par value $0.01 2016-04-21 4 X 0 1914618 5.50 A 7357554 I See Footnote Common Stock, par value $0.01 2016-04-21 4 P 0 48916 5.50 A 7406470 I See Footnote Subscription Rights (Right to buy) 5.50 2016-04-21 4 X 0 5012616 0.00 D 2016-03-29 2016-04-21 Common Stock 1914618 0 I See Footnote 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 0.3183 shares of Vince common stock, resulting in the purchase by SCSF Cardinal of 1,914,618 shares of Vince common stock, including pursuant to the exercise of over-subscription rights. Represents the purchase by SCSF Cardinal of 48,916 shares of Vince common stock pursuant to the rights offering backstop investment agreement by and among Vince, Sun Cardinal, LLC and SCSF Cardinal. 6,927,234 of the reported shares are owned of record by SCSF Cardinal. 6,976,150 of the reported shares are 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"). 430,320 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. /s/ Todd Buchman, by power of attorney for Sun Capital Securities Offshore Fund, Ltd. 2016-04-22 /s/ Todd Buchman, by power of attorney for Sun Capital Securities Fund, LP 2016-04-22 /s/ Todd Buchman, by power of attorney for Sun Capital Securities Advisors, LP 2016-04-22 /s/ Todd Buchman, by power of attorney for Sun Capital Securities, LLC 2016-04-22