Filing Details

Accession Number:
0000899243-17-021971
Form Type:
4
Zero Holdings:
No
Publication Time:
2017-09-12 20:32:07
Reporting Period:
2017-09-08
Accepted Time:
2017-09-12 20:32:07
SEC Url:
Form 4 Filing
Issuer
Cik Name Symbol Sector (SIC) IRS No
1579157 Vince Holding Corp. VNCE () 4
Insiders
Cik Name Reported Address Insider Title Director Officer Large Shareholder Other
1193052 J Marc Leder C/O Sun Capital Partners, Inc.
5200 Town Circle Center, Suite 600
Boca Raton FL 33486
Yes No Yes No
Reported Non-Derivative Transactions
Sec. Name Acquisiton - Disposition Date Amount Price Remaning Holdings Equity Swap Involved Form Type Code Nature of Ownership Explanation
Common Stock, Par Value $0.01 Acquisiton 2017-09-08 38,482,737 $0.45 66,981,946 No 4 X Indirect See Footnotes
Common Stock, Par Value $0.01 Acquisiton 2017-09-08 17,831,247 $0.45 84,813,193 No 4 P Indirect See Footnotes
Equity Swap Involved Form Type Code Nature of Ownership Explanation
No 4 X Indirect See Footnotes
No 4 P Indirect See Footnotes
Reported Derivative Transactions
Sec. Name Sec. Type Acquisiton - Disposition Date Amount Price Amount - 2 Price - 2
Common Stock Subscription Rights(Right to buy) Disposition 2017-09-08 20,928,375 $0.00 28,200,985 $0.45
Common Stock Subscription Rights(Right to buy) Disposition 2017-09-08 6,976,150 $0.00 9,400,362 $0.45
Common Stock Subscription Rights(Right to buy) Disposition 2017-09-08 594,684 $0.00 881,390 $0.45
Remaning Holdings Exercise Date Expiration Date Equity Swap Involved Transaction Form Type Transaction Code Nature of Ownership
0 2017-08-15 2017-09-08 No 4 X Indirect
0 2017-08-15 2017-09-08 No 4 X Indirect
0 2017-08-15 2017-09-08 No 4 X Indirect
Footnotes
  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 1.3475 shares of Vince common stock, resulting in the purchase by Sun Cardinal of 28,200,985, by SCSF Cardinal of 9,400,362 and by SK Financial of 881,390 shares of Vince common stock, including pursuant to the exercise of over-subscription rights.
  2. Represents the purchase of 13,373,435 and 4,457,812 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. 49,129,360 of the reported shares are owned of record by Sun Cardinal and 16,376,512 of the reported shares are owned of record by SCSF Cardinal.
  4. 62,502,795 of the reported shares are owned of record by Sun Cardinal and 20,834,324 of the reported shares are owned of record by SCSF Cardinal.
  5. 1,476,074 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. Leder may be deemed to have indirect beneficial ownership of the securities owned of record by Sun Cardinal, SCSF Cardinal and SK Financial. Mr. Leder expressly disclaims beneficial ownership of any securities in which he does not have a pecuniary interest.