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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT 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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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
| 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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Employee Stock Option (right to buy) | $ 0.04 | 11/27/2013 | A | 262,111 (5) | 11/27/2013 | 12/07/2013(7) | Common Stock | 262,111 | $ 4.61 (5) | 262,111 | I | See Footnotes (2) (3) (4) | |||
| Employee Stock Option (right to buy) | $ 0.04 | 11/27/2013 | M | 262,111 | 11/27/2013 | 12/07/2013(7) | Common Stock | 262,111 | $ 0 | 0 | I | See Footnotes (2) (3) (4) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| LEDER MARC J C/O SUN CAPITAL PARTNERS, INC. 5200 TOWN CIRCLE CENTER, SUITE 600 BOCA RATON, FL 33486 |
X | |||
| KROUSE RODGER R C/O SUN CAPITAL PARTNERS, INC. 5200 TOWN CIRCLE CENTER, SUITE 600 BOCA RATON, FL 33486 |
X | |||
| By: /s/ Christopher T. Metz, by power of attorney, for Marc J. Leder | 11/27/2013 | |
| **Signature of Reporting Person | Date | |
| By: /s/ Christopher T. Metz, by power of attorney, for Rodger R. Krouse | 11/27/2013 | |
| **Signature of Reporting Person | Date |
| * | 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) | 19,654,204 of the reported shares, after giving effect to the Stock Split, are owned of record by Sun Cardinal, LLC ("Sun Cardinal"). 6,551,420 of the reported shares, after giving effect to the Stock Split, are owned of record by SCSF Cardinal, LLC ("SCSF Cardinal"). |
| (3) | Sun Capital Partners V, L.P. ("SCP V"), owns all of the ownership interests in Sun Cardinal. Through a revocable trust, each of Marc J. Leder ("Leder") and Rodger R. Krouse ("Krouse") owns fifty percent (50%) of Sun Capital Partners V, Ltd., which is the general partner of Sun Capital Advisors V, L.P., which is the general partner of SCP V. As a result, Messrs. Leder and Krouse (collectively, the "Indirect Sun Owners") may be deemed to have indirect beneficial ownership of the securities owned of record by Sun Cardinal. Each Indirect Sun Owner expressly disclaims beneficial ownership of any securities in which they do not have a pecuniary interest. (Continued on Footnote 4) |
| (4) | SCSF Cardinal is jointly owned by Sun Capital Securities Offshore Fund, Ltd. ("SCSF Offshore") and Sun Capital Securities Fund, L.P. ("SCSF LP"). Each o Leder and Krouse also controls, through his revocable trust, 50% of the membership interest in Sun Cardinal Securities, LLC ("SCSF LLC"), which in turn 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, Messrs. Leder and Krouse (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. |
| (5) | As set forth in Table II, 262,111 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 and SCSF Cardinal acquired such options from the former Kellwood Company employee and exercised such options on the same date. 196,583 of the shares issued upon the exercise of such options are owned of record by Sun Cardinal and 65,258 of the shares issued upon the exercise of such options are owned of record by SCSF Cardinal. |
| (6) | Represents shares of common stock sold in the Company's initial public offering at a public offering price of $20.00 per share, net of the underwriters' discount of $1.40 per share. 1,125,000 of such shares were sold by Sun Cardinal and 375,000 of such shares were sold by SCSF Cardinal. |
| (7) | 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. |