Vince Holding (VNCE) Form 4/A Change in insider ownership (amended)

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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

1. Name and Address of Reporting Person^*

Sun Capital Securities Offshore Fund, Ltd.

(Last) (First) (Middle)

C/O SUN CAPITAL PARTNERS, INC.

5200 TOWN CIRCLE CENTER, SUITE 600

(Street)

BOCA RATON FL 33486

(City) (State) (Zip)

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)

3. Date of Earliest Transaction (Month/Day/Year)
04/21/2016

4. If Amendment, Date of 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

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)		1,914,618	A	$5.5	7,521,918(3)(5)	I	See Footnote(5)
Common Stock, par value $0.01	04/21/2016		P(2)		48,916	A	$5.5	7,570,834(4)(5)	I	See Footnote(5)

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 Securities Underlying Derivative Security (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: 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)			5,012,616	03/29/2016	04/21/2016	Common Stock	1,914,618	$0.00	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	$0.00	0	I	See Footnote(5)

1. Name and Address of Reporting Person^*

Sun Capital Securities Offshore Fund, Ltd.

(Last) (First) (Middle)

C/O SUN CAPITAL PARTNERS, INC.

5200 TOWN CIRCLE CENTER, SUITE 600

(Street)

BOCA RATON FL 33486

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

SUN CAPITAL SECURITIES FUND, LP

(Last) (First) (Middle)

C/O SUN CAPITAL PARTNERS, INC.

5200 TOWN CIRCLE CENTER, SUITE 600

(Street)

BOCA RATON FL 33486

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Sun Capital Securities Advisors, LP

(Last) (First) (Middle)

C/O SUN CAPITAL PARTNERS, INC.

5200 TOWN CIRCLE CENTER, SUITE 600

(Street)

BOCA RATON FL 33486

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Sun Capital Securities, LLC

(Last) (First) (Middle)

C/O SUN CAPITAL PARTNERS, INC.

5200 TOWN CIRCLE CENTER, SUITE 600

(Street)

BOCA RATON FL 33486

(City) (State) (Zip)

Explanation of Responses:

1. Represents the exercise of subscription rights in the Vince Holding Corp. ("Vince") rights offering by SCSF Cardinal, LLC ("SCSF 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 SCSF Cardinal of 1,914,618 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 SCSF Cardinal of 48,916 shares of Vince common stock pursuant to the rights offering backstop investment agreement by and among Vince, Sun Cardinal, LLC and SCSF Cardinal.

3. 6,927,234 of the reported shares are owned of record by SCSF Cardinal.

4. 6,976,150 of the reported shares are owned of record by SCSF Cardinal.

5. SCSF Cardinal is jointly owned by Sun Capital Securities Offshore Fund, Ltd. ("SCSF Offshore") and Sun Capital Securities Fund, L.P. ("SCSF LP"). 594,684 of the reported shares are owned of record by SK Financial, which is jointly owned by SCSF Offshore, SCSF LP and Sun Capital Partners V, L.P. ("SCP V"). Sun Capital Securities, LLC ("SCSF LLC") is the general partner of Sun Capital Securities Advisors, L.P. ("SCSF Advisors"), which is in turn the general partner of SCSF LP. As a result, each of 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 SCSF 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 SCP V 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.

	/s/ Todd Buchman, by power of attorney for Sun Capital Securities Offshore Fund, Ltd.	05/10/2016
	/s/ Todd Buchman, by power of attorney for Sun Capital Securities Fund, LP	05/10/2016
	/s/ Todd Buchman, by power of attorney for Sun Capital Securities Advisors, LP	05/10/2016
	/s/ Todd Buchman, by power of attorney for Sun Capital Securities, LLC	05/10/2016
	** Signature of Reporting Person	Date
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