Edgar Filing: VINCE HOLDING CORP.

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

SCSF Cardinal, LLC

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)

(Last)

(First)

(Middle)

C/O SUN CAPITAL PARTNERS, INC., 5200 TOWN CIRCLE CENTER, SUITE 600

3. Date of Earliest Transaction (Month/Day/Year)
11/27/2013

(Street)

BOCA RATON, FL 33486

4. If Amendment, Date 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

(City)

(State)

(Zip)

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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, par value $0.01	11/27/2013		J		6,551,420	A	⁽¹⁾	6,551,420	I	See Footnote ⁽²⁾
Common Stock, par value $0.01	11/27/2013		M		65,528 ⁽³⁾	A	$ 0.04	6,616,948	I	See Footnote ⁽²⁾
Common Stock, par value $0.01	11/27/2013		S		375,000 ⁽⁴⁾	D	$ 18.6 ⁽⁴⁾	6,241,948	I	See Footnote ⁽²⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Employee Stock Option (right to buy)

$ 0.04

11/27/2013

65,528 ⁽³⁾

11/27/2013

12/07/2013⁽⁵⁾

Common Stock

196,583

$ 4.61 ⁽³⁾

65,528

See Footnote ⁽²⁾

Employee Stock Option (right to buy)

$ 0.04

11/27/2013

65,528

11/27/2013

12/07/2013⁽⁵⁾

Common Stock

196,583

$ 0

See Footnote ⁽²⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
SCSF Cardinal, LLC C/O SUN CAPITAL PARTNERS, INC. 5200 TOWN CIRCLE CENTER, SUITE 600 BOCA RATON, FL 33486		X
Sun Capital Securities Offshore Fund, Ltd. C/O SUN CAPITAL PARTNERS, INC. 5200 TOWN CIRCLE CENTER, SUITE 600 BOCA RATON, FL 33486		X
SUN CAPITAL SECURITIES FUND, LP C/O SUN CAPITAL PARTNERS, INC. 5200 TOWN CIRCLE CENTER, SUITE 600 BOCA RATON, FL 33486		X
Sun Capital Securities, LLC C/O SUN CAPITAL PARTNERS, INC. 5200 TOWN CIRCLE CENTER, SUITE 600 BOCA RATON, FL 33486		X
Sun Capital Securities Advisors, LP C/O SUN CAPITAL PARTNERS, INC. 5200 TOWN CIRCLE CENTER, SUITE 600 BOCA RATON, FL 33486		X

Signatures

By: /s/ Christopher T. Metz, by power of attorney, for Sun Capital Securities Offshore Fund, Ltd.		11/27/2013
^**Signature of Reporting Person		Date
By: /s/ Christopher T. Metz, by power of attorney, for Sun Capital Securities Fund, LP		11/27/2013
^**Signature of Reporting Person		Date
By: /s/ Christopher T. Metz, by power of attorney, for Sun Capital Securities Advisors, LP		11/27/2013
^**Signature of Reporting Person		Date
By: /s/ Christopher T. Metz, by power of attorney, for Sun Capital Securities, LLC		11/27/2013
^**Signature of Reporting Person		Date
By: /s/ Christopher T. Metz, by power of attorney, for SCSF Cardinal, LLC		11/27/2013
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Pursuant to the Amended and Restated Certificate of Incorporation of Apparel Holding Corp. (renamed Vince Holding Corp., the "Company") filed immediately prior to the consummation of the Company's initial public offering, each share of voting common stock, par value $0.001 per share, was converted into 28.5177 shares of common stock, par value $0.01 per share (the "Stock Split").
(2)	Represents common stock owned of record by SCSF Cardinal, LLC ("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"). Sun Cardinal Securities, LLC ("SCSF LLC") is the general parter of Sun Capital Securities Advisors, L.P. ("SCSF Advisors"), which is in turn the general partner of SCSF LP. As a result, 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 SCSFCardinal. Each Indirect Sun Owner expressly disclaims beneficial ownership of any securities in which they do not have a pecuniary interest.
(3)	As set forth in Table II, 65,528 employee stock options were previously issued by Kellwood Company to a former Kellwood Company employee on February 20, 2008 pursuant to the 2010 Option Plan. The Company assumed Kellwood Company's obligations with respect to such options on November 21, 2013 (which became options to acquire shares of the Company's common stock); provided that such options did not become exercisable until consummation of the Company's initial public offering. The options and the related exercise price have been adjusted to give effect to such assumption and the Stock Split. On November 27, 2013, Sun Cardinal acquired such options from the former Kellwood Company employee and exercised such options on the same date.
(4)	Represents shares of common stock sold in the Company's initial public offering by SCSF Cardinal at a public offering price of $20.00 per share, net of the underwriters' discount of $1.40 per share.
(5)	Pursuant to that option extension agreement dated as of August 5,2013 between the former employee and Kellwood Copmany, the expiration date of the subject options was extended to the earliest of (i) 10 days following the consummation of the Company's initial public offering (which occurred on November 27, 2013), (ii) the date of the consummation of a "Sale" (as defined in the employee's grant agreement) and (iii) June 20, 2020.
Remarks: which became options to acquire shares of the company's common stock

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