Sec Form 4/A Filing - LEDER MARC J @ VINCE HOLDING CORP. - 2016-04-21

FORM 4/A 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 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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1. Name and Address of Reporting Person LEDER MARC J 2. Issuer Name and Ticker or Trading Symbol VINCE HOLDING CORP. [ VNCE] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ 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 (MM/DD/YY) 04/21/2016 (Street) BOCA RATON, FL33486 4. If Amendment, Date Original Filed (MM/DD/YY) 04/25/2016 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 ) 7,658,453 A $ 5.5 28,303,546 ( 3 ) ( 5 ) ( 6 ) I See Footnotes ( 5 ) ( 6 ) Common Stock, par value $0.01 04/21/2016 P( 2 ) 195,663 A $ 5.5 28,499,209 ( 4 ) ( 5 ) ( 6 ) I See Footnotes ( 5 ) ( 6 )

Expiration Date 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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 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 Footnotes ( 5 ) ( 6 ) 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 0 I See Footnotes ( 5 ) ( 6 ) 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 Footnotes ( 5 ) ( 6 )

Reporting Owners 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, FL33486 X X Signatures /s/ Todd Buchman, by power of attorney for Rodger R. Krouse 05/10/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents the exercise of subscription rights in the Vince Holding Corp. ("Vince") rights offering by Sun Cardinal, LLC ("Sun Cardinal"), 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 Sun Cardinal of 5,743,835, 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 of 146,747 and 48,916 shares of Vince common stock by Sun Cardinal and SCSF Cardinal, respectively, pursuant to the rights offering backstop investment agreement by and among Vince, Sun Cardinal and SCSF Cardinal. ( 3 )20,781,628 of the reported shares are owned of record by Sun Cardinal and 6,927,234 of the reported shares are owned of record by SCSF Cardinal. ( 4 )20,928,375 of the reported shares are owned of record by Sun Cardinal and 6,976,150 of the reported shares are owned of record by SCSF Cardinal. ( 5 )594,684 of the reported shares are owned of record by SK Financial. SK Financial is jointly owned by Sun Capital Partners V, L.P. ("SCP V"), Sun Capital Securities Offshore Fund, Ltd. ("SCSF Offshore") and Sun Capital Securities Fund, L.P. ("SCSF LP"). Through a revocable trust, each of Messrs. Rodger R. Krouse and Marc J. Leder own 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. Each of Messrs. Krouse and Leder also controls, through his revocable trust, 50% of the membership interest in Sun Capital Securities, LLC, which in turn is the general partner of Sun Capital Securities Advisors, L.P., which is in turn the general partner of SCSF LP. SCP V owns all of the ownership interests in Sun Cardinal. ( 6 )(Continued from footnote 5) SCSF Cardinal is jointly owned by SCSF Offshore and SCSF LP. As a result, Mr. Krouse may be deemed to have indirect beneficial ownership of the securities owned of record by Sun Cardinal, SCSF Cardinal and SK Financial. Mr. Krouse expressly disclaims beneficial ownership of any securities in which he does not have a pecuniary interest.

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.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* 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).

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