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 *
SUN CAPITAL PARTNERS V LP
   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)
04/21/2016
(Street)

BOCA RATON, FL 33486		 4. If Amendment, Date Original Filed(Month/Day/Year)
04/25/2016		 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)
Code V Amount (A) or (D) Price
Common Stock, par value $0.01 04/21/2016   X(1)   5,743,835 A $ 5.5 21,376,312 (3) (5) I See Footnote (5)
Common Stock, par value $0.01 04/21/2016   P(2)   146,747 A $ 5.5 21,523,059 (4) (5) I See Footnote (5)

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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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Subscription Rights (Right to buy) $ 5.5 04/21/2016   X(1)     15,037,793 03/29/2016 04/21/2016 Common Stock 5,743,835 $ 0 0 I See Footnote (5)
Subscription Rights (Right to buy) $ 5.5 04/21/2016   X(1)     430,320 03/29/2016 04/21/2016 Common Stock 164,364 $ 0 0 I See Footnote (5)

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
SUN CAPITAL PARTNERS V LP
C/O SUN CAPITAL PARTNERS, INC.
5200 TOWN CIRCLE CENTER, SUITE 600
BOCA RATON, FL 33486		     X    
SUN CAPITAL PARTNERS V, LTD.
C/O SUN CAPITAL PARTNERS, INC.
5200 TOWN CIRCLE CENTER, SUITE 600
BOCA RATON, FL 33486		     X    
Sun Capital Advisors V, L.P.
C/O SUN CAPITAL PARTNERS, INC.
5200 TOWN CIRCLE CENTER, SUITE 600
BOCA RATON, FL 33486		     X    

Signatures

 /s/ Todd Buchman, by power of attorney for Sun Capital Partners V, L.P.   05/10/2016
**Signature of Reporting Person Date
 /s/ Todd Buchman, by power of attorney for Sun Capital Advisors V, L.P.   05/10/2016
**Signature of Reporting Person Date
 /s/ Todd Buchman, by power of attorney for Sun Capital Partners V, Ltd.   05/10/2016
**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) Represents the exercise of subscription rights in the Vince Holding Corp. ("Vince") rights offering by Sun Cardinal, LLC ("Sun Cardinal") and SK Financial Services, LLC ("SK Financial"), with each right entitling the holder to purchase 0.3183 shares of Vince common stock, resulting in the purchase by Sun Cardinal of 5,743,835 and by SK Financial of 164,364 shares of Vince common stock, including pursuant to the exercise of over-subscription rights.
(2) Represents the purchase by Sun Cardinal of 146,747 shares of Vince common stock pursuant to the rights offering backstop investment agreement by and among Vince, Sun Cardinal and SCSF Cardinal, LLC.
(3) 20,781,628 of the reported shares are owned of record by Sun Cardinal.
(4) 20,928,375 of the reported shares are owned of record by Sun Cardinal.
(5) Sun Capital Partners V, L.P. ("SCP V") owns all of the ownership interests in Sun Cardinal. 594,684 of the reported shares are owned of record by SK Financial Services, LLC ("SK Financial"), which is jointly owned by SCP V, Sun Capital Securities Offshore Fund, Ltd. ("SCSF Offshore") and Sun Capital Securities Fund, L.P. ("SCSF LP"). Sun Capital Partners V, Ltd. is the general partner of Sun Capital Advisors V, L.P., which is the general partner of SCP V. As a result, 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. The Form 4 for SCSF Offshore and SCSF LP is filed separately.
 
Remarks:
This amendment is being filed because the aggregate shares held by SK Financial after giving effect to the Vince rights offering were incorrectly reported. SK Financial purchased 164,364 shares in the Vince rights offering.

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