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 *
Wallace Melissa
   2. Issuer Name and Ticker or Trading Symbol
VINCE HOLDING CORP. [VNCE] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
See Remarks
(Last)
(First)
(Middle)
C/O VINCE HOLDING CORP., 500 5TH AVE., 20TH FLOOR		 3. Date of Earliest Transaction (Month/Day/Year)
06/24/2016
(Street)

NEW YORK, NY 10110		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ 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

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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (right to buy) $ 5.61 06/24/2016   A(1)   11,820     (2) 10/02/2025 Common Stock 11,820 $ 5.61 78,475 D  
Employee Stock Option (right to buy) $ 5.98 06/24/2016   A   49,978     (3) 06/02/2026 Common Stock 49,978 $ 5.98 128,453 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Wallace Melissa
C/O VINCE HOLDING CORP.
500 5TH AVE., 20TH FLOOR
NEW YORK, NY 10110		       See Remarks  

Signatures

 /s/ Akiko Okuma, by power of attorney   06/28/2016
**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) The reported transaction involved the grant of additional stock options (the "Adjustment Options") to effect the adjustment of outstanding options (the "Existing Options") that were granted to the Reporting Person on October 2, 2015 (the "Grant Date") pursuant to the Vince 2013 Omnibus Incentive Plan (the "Plan") of Vince Holding Corp. (the "Company"). The Existing Options were adjusted in accordance with the terms of the Plan to reflect the impact of the rights offering completed by the Company on April 21, 2016. The adjustment was approved by the compensation committee of the board of directors (the "Board") of the Company on May 16, 2016 and the terms of the adjustment were finalized and communicated to the Reporting Person on June 24, 2016. The Adjustment Options have the same terms as the Existing Options.
(2) The Adjustment Options have the same vesting schedule as the Existing Options and vest on each of the first, second, third and fourth anniversaries of the Grant Date, in each case subject to the Reporting Person's continued employment with the Company through each such vesting date.
(3) The grant of the stock options was approved by the Board on June 2, 2016 as the Reporting Person's annual grant and the terms of the stock options were finalized and communicated to the Reporting Person on June 24, 2016. Such options shall vest over the course of four years, with 25% of the options vesting on each of the first, second, third and fourth anniversaries of June 2, 2016, in each case subject to the Reporting Person's continued employment through each such vesting date.
 
Remarks:
Senior Vice President, Human Resources

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