Sec Form 4 Filing - Sun Cardinal, LLC @ VINCE HOLDING CORP. - 2013-11-27

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 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 Sun Cardinal, LLC 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 (MM/DD/YY) 11/27/2013 (Street) BOCA RATON, FL33486 4. If Amendment, Date Original Filed (MM/DD/YY) 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 (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 11/27/2013 J 19,654,204 A 19,654,204 I See Footnote ( 2 ) Common Stock, par value $0.01 11/27/2013 M 196,583 ( 3 ) A $ 0.04 19,850,787 I See Footnote ( 2 ) Common Stock, par value $0.01 11/27/2013 S 1,125,000 ( 4 ) D $ 18.6 ( 4 ) 18,725,787 I See Footnote ( 2 )

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 Expiration Date Title Amount or Number of Shares Employee Stock Option (right to buy) $ 0.04 11/27/2013 A 196,583 ( 3 ) 11/27/2013 12/07/2013( 5 ) Common Stock 196,583 $ 4.61 ( 3 ) 196,583 I See Footnote ( 2 ) Employee Stock Option (right to buy) $ 0.04 11/27/2013 M 196,583 11/27/2013 12/07/2013( 5 ) Common Stock 196,583 $ 0 0 I See Footnote ( 2 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Sun Cardinal, LLC C/O SUN CAPITAL PARTNERS, INC. 5200 TOWN CIRCLE CENTER, SUITE 600 BOCA RATON, FL33486 X SUN CAPITAL PARTNERS V LP C/O SUN CAPITAL PARTNERS, INC. 5200 TOWN CIRCLE CENTER, SUITE 600 BOCA RATON, FL33486 X SUN CAPITAL PARTNERS V, LTD. C/O SUN CAPITAL PARTNERS, INC. 5200 TOWN CIRCLE CENTER, SUITE 600 BOCA RATON, FL33486 X Sun Capital Advisors V, L.P. C/O SUN CAPITAL PARTNERS, INC. 5200 TOWN CIRCLE CENTER, SUITE 600 BOCA RATON, FL33486 X Signatures /s/ Christopher T. Metz, by power of attorney, for Sun Capital Partners V, L.P. 11/27/2013 Signature of Reporting Person Date /s/ Christopher T. Metz, by power of attorney, for Sun Capital Advisors V, L.P. 11/27/2013 Signature of Reporting Person Date /s/ Christopher T. Metz, by power of attorney, for Sun Capital Partners V, Ltd. 11/27/2013 Signature of Reporting Person Date /s/ Christopher T. Metz, by power of attorney, for Sun Cardinal, LLC 11/27/2013 Signature of Reporting Person Date

Explanation of Responses:

( 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 )Represents common stock owned of record by Sun Cardinal, LLC ("Sun Cardinal"). Sun Captial Partners V, L.P. ("SCP V") owns all of the ownership interests in Sun Cardinal. 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, 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 by Sun Cardinal. Each Indirect Sun Owner expressly disclaims beneficial ownership of any securities in which they do not have a pecuniary interest. ( 3 )As set forth in Table II, 196,583 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 acquired such options from the former Kellwood Company employee and exercised such options on the same date. ( 4 )Represents shares of common stock sold in the Company's initial public offering by Sun Cardinal at a public offering price of $20.00 per share, net of the underwriters' discount of $1.40 per share. ( 5 )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.

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