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
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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*
SUN CAPITAL PARTNERS V LP

(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)
03/26/2015
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 03/26/2015 P 25,000(1) A $17.018 15,252,672(2) I See Footnotes(1)(2)
Common Stock, par value $0.01 03/27/2015 P 50,000(1) A $17.0585 15,302,672(2) I See Footnotes(1)(2)
Common Stock, par value $0.01 03/30/2015 P 25,000(1) A $17.1986 15,327,672(2) I See Footnotes(1)(2)
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
1. Name and Address of Reporting Person*
SUN CAPITAL PARTNERS V LP

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

(Street)
BOCA RATON FL 33486

(City) (State) (Zip)
1. Name and Address of Reporting Person*
SUN CAPITAL PARTNERS V, LTD.

(Last) (First) (Middle)
5200 TOWN CIRCLE CENTER
SUITE 600

(Street)
BOCA RATON FL 33486

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Sun Capital Advisors V, L.P.

(Last) (First) (Middle)
5200 TOWN CIRCLE CENTER
SUITE 600

(Street)
BOCA RATON FL 33486

(City) (State) (Zip)
Explanation of Responses:
1. Represents common stock 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"). The Form 4 for SCSF Offshore and SCSF LP is filed separately. Sun Capital Partners V, Ltd. is the general partner of Sun Capital Advisors V, L.P., which is the general partner of SCP V.
2. 15,037,793 of the reported shares are owned of record by Sun Cardinal, LLC ("Sun Cardinal"). SCP V owns all of the ownership interests in Sun Cardinal. The remaining reported shares are owned of record by SK Financial. As a result and for the reasons described in footnote 1 above 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.
Remarks:
/s/ Deryl Couch by power of attorney for Sun Capital Partners V, L.P. 03/30/2015
/s/ Deryl Couch, by power of attorney for Sun Capital Advisors V, L.P. 03/30/2015
/s/ Deryl Couch, by power of attorney for Sun Capital Partners V, Ltd. 03/30/2015
** 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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