X0306 4 2015-10-02 0 0001579157 VINCE HOLDING CORP. VNCE 0001385827 Wallace Melissa C/O VINCE HOLDING CORP. 500 5TH AVE., 20TH FLOOR NEW YORK NY 10110 0 1 0 0 See Remarks Employee Stock Option (right to buy) 26.14 2015-10-02 4 D 0 66655 D 2025-01-01 Common Stock 66655 0 D Employee Stock Option (right to buy) 3.60 2015-10-02 4 A 0 66655 A 2025-10-02 Common Stock 66655 66655 D On October 2, 2015, Vince Holding Corp. (the "Company") cancelled, pursuant to the terms of its option exchange program, an option to receive 66,655 shares of the Company's common stock (the "Original Options") previously granted to the reporting person on January 1, 2015 (the "Original Grant Date"). In exchange, on the same date (the "New Grant Date"), the reporting person was granted a replacement option to receive the same number of shares of the Company's common stock (the "Replacement Options") with an exercise price of $3.60 per share. Prior to cancellation, the Original Options were scheduled to vest over the course of three years from the Original Grant Date, with 33.3% of the Original Options vesting on each of the first, second and third anniversaries of the Original Grant Date. The Replacement Options vest over the course of four years from the New Grant Date, with 25% of the Replacement Options vesting on each of the first, second, third and fourth anniversaries of the New Grant Date. Senior Vice President - Human Resources. Exhibit 24 - Power of Attorney /s/ Nicholas Rubino, by power of attorney 2015-10-06