VNCE

SEC source: 0001209191-18-033889 · doc4a.xml · nonDerivative · entry 1

Stefko David · CIK 0001652955 · See Remarks

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 47,118

F1 · shares: These shares represent the restricted stock units which were granted to the Reporting Person on May 25, 2018 under the Amended and Restated 2013 Omnibus Incentive Plan (the "Plan") of Vince Holding Corp. (the "Company"). The restricted stock units convert into shares of common stock of the Company on a one-for-one basis and are solely settled in common stock upon vesting. The restricted stock units will expire if they do not vest within two years of grant.

SEC source: 0001209191-18-033892 · doc4a.xml · nonDerivative · entry 2

HOFFMAN BRENDAN · CIK 0001210695 · Director · Chief Executive Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 192,517

F2 · shares: These shares represent restricted stock units that were granted to the Reporting Person under the Plan on May 25, 2018 in exchange for the stock options which were cancelled pursuant to the Company's option exchange program on May 24, 2018. These restricted stock units convert into shares of common stock of the Company on a one-for-one basis and are solely settled in common stock upon vesting. These restricted stock units vest in the following manner: 10% on April 19, 2019; 20% on April 17, 2020; 25% on April 16, 2021; and 45% on April 15, 2022, in each case subject to the Reporting Person's continued employment with the Company through each such vesting date.

SEC source: 0001209191-18-033892 · doc4a.xml · nonDerivative · entry 1

HOFFMAN BRENDAN · CIK 0001210695 · Director · Chief Executive Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 87,400

F1 · shares: These shares represent restricted stock units which were granted to the Reporting Person on May 25, 2018 under the Amended and Restated 2013 Omnibus Incentive Plan (the "Plan") of Vince Holding Corp. (the "Company"). The restricted stock units convert into shares of common stock of the Company on a one-for-one basis and are solely settled in common stock upon vesting. The restricted stock units vest 100% upon the occurrence of certain change in control events, as defined under the applicable grant agreement. The restricted stock units will expire if they do not vest within two years of grant.

SEC source: 0001209191-18-033885 · doc4a.xml · nonDerivative · entry 1

Wallace Melissa · CIK 0001385827 · See Remarks

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 31,675

F1 · shares: These shares represent restricted stock units that were granted to the Reporting Person under the Amended and Restated 2013 Omnibus Incentive Plan (the "Plan") of Vince Holding Corp. (the "Company") on May 25, 2018 in exchange for the stock options which were cancelled pursuant to the Company's option exchange program on May 24, 2018. These restricted stock units convert into shares of common stock of the Company on a one-for-one basis and are solely settled in common stock upon vesting. These restricted stock units vest in the following manner: 10% on April 19, 2019; 20% on April 17, 2020; 25% on April 16, 2021; and 45% on April 15th, 2022, in each case subject to the Reporting Person's continued employment with the Company through each such vesting date.

SEC source: 0001209191-18-033890 · doc4a.xml · nonDerivative · entry 1

Engebretson Mark · CIK 0001682199 · See Remarks

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 22,344

F1 · shares: These shares represent restricted stock units that were granted to the Reporting Person under the Amended and Restated 2013 Omnibus Incentive Plan (the "Plan") of Vince Holding Corp. (the "Company") on May 25, 2018 in exchange for the stock options which were cancelled pursuant to the Company's option exchange program on May 24, 2018. These restricted stock units convert into shares of common stock of the Company on a one-for-one basis and are solely settled in common stock upon vesting. These restricted stock units vest in the following manner: 10% on April 19, 2019; 20% on April 17, 2020; 25% on April 16, 2021; and 45% on April 15th, 2022, in each case subject to the Reporting Person's continued employment with the Company through each such vesting date.

SEC source: 0001209191-18-033522 · doc4.xml · derivative · entry 4

Stefko David · CIK 0001652955 · See Remarks

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Stock · 3,989 shares

Expires 2026-01-14

F3 · derivative.exercise_price: At the close of business on October 23, 2017, the Company effected a 1-for-10 reverse stock split (the "Reverse Stock Split"). The Company's common stock began trading on a split-adjusted basis when the market opened on October 24, 2017. Pursuant to the Reverse Stock Split, every 10 shares of the Company's issued and outstanding common stock were automatically converted into one share of common stock. All references to our common stock provided in this report have been adjusted to reflect the effect of the Reverse Stock Split.

F3 · shares: At the close of business on October 23, 2017, the Company effected a 1-for-10 reverse stock split (the "Reverse Stock Split"). The Company's common stock began trading on a split-adjusted basis when the market opened on October 24, 2017. Pursuant to the Reverse Stock Split, every 10 shares of the Company's issued and outstanding common stock were automatically converted into one share of common stock. All references to our common stock provided in this report have been adjusted to reflect the effect of the Reverse Stock Split.

F5 · price: On May 24, 2018, the Company cancelled, pursuant to the terms of its option exchange program, eligible stock options of the Reporting Person. In exchange, on May 25, 2018, the Reporting Person was granted replacement restricted stock units based on the exchange ratio of 1-to-1.7857.

F6 · derivative.exercise_date: These stock options were granted to the Reporting Person under the Plan to effect the adjustment of outstanding options that were granted to the Reporting Person on January 14, 2016, with the same terms as those original options. Prior to cancellation, the stock options were scheduled to vest over the course of four years, with 25% of the stock options granted to the Reporting Person vesting 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.

SEC source: 0001209191-18-033522 · doc4.xml · derivative · entry 3

Stefko David · CIK 0001652955 · See Remarks

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 3,989

Underlying: Common Stock · 22,500 shares

Expires 2026-01-14

F3 · derivative.exercise_price: At the close of business on October 23, 2017, the Company effected a 1-for-10 reverse stock split (the "Reverse Stock Split"). The Company's common stock began trading on a split-adjusted basis when the market opened on October 24, 2017. Pursuant to the Reverse Stock Split, every 10 shares of the Company's issued and outstanding common stock were automatically converted into one share of common stock. All references to our common stock provided in this report have been adjusted to reflect the effect of the Reverse Stock Split.

F3 · shares: At the close of business on October 23, 2017, the Company effected a 1-for-10 reverse stock split (the "Reverse Stock Split"). The Company's common stock began trading on a split-adjusted basis when the market opened on October 24, 2017. Pursuant to the Reverse Stock Split, every 10 shares of the Company's issued and outstanding common stock were automatically converted into one share of common stock. All references to our common stock provided in this report have been adjusted to reflect the effect of the Reverse Stock Split.

F5 · price: On May 24, 2018, the Company cancelled, pursuant to the terms of its option exchange program, eligible stock options of the Reporting Person. In exchange, on May 25, 2018, the Reporting Person was granted replacement restricted stock units based on the exchange ratio of 1-to-1.7857.

F4 · derivative.exercise_date: These stock options were granted on January 14, 2016 to the Reporting Person under the Plan. Prior to cancellation, the stock options were scheduled to vest over the course of four years, with 25% of the stock options granted to the Reporting Person vesting 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.

SEC source: 0001209191-18-033523 · doc4.xml · derivative · entry 4

HOFFMAN BRENDAN · CIK 0001210695 · Director · Chief Executive Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Stock · 8,886 shares

Expires 2025-10-22

F4 · price: On May 24, 2018, the Company cancelled, pursuant to the terms of its option exchange program, eligible stock options of the Reporting Person. In exchange, on May 25, 2018, the Reporting Person was granted replacement restricted stock units based on the exchange ratio of 1-to-1.7857.

F5 · derivative.exercise_date: These stock options were granted to the Reporting Person under the Plan to effect the adjustment of outstanding options that were granted to the Reporting Person on October 22, 2015, with the same terms as those original options. Prior to cancellation, the stock options were scheduled to vest over the course of four years, with 25% of the stock options granted to the Reporting Person vesting 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.

SEC source: 0001209191-18-033523 · doc4.xml · derivative · entry 3

HOFFMAN BRENDAN · CIK 0001210695 · Director · Chief Executive Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 8,886

Underlying: Common Stock · 50,000 shares

Expires 2025-10-22

F4 · price: On May 24, 2018, the Company cancelled, pursuant to the terms of its option exchange program, eligible stock options of the Reporting Person. In exchange, on May 25, 2018, the Reporting Person was granted replacement restricted stock units based on the exchange ratio of 1-to-1.7857.

F3 · derivative.exercise_date: The stock options were granted on October 22, 2015 to the Reporting Person under the Plan. Prior to cancellation, the stock options were scheduled to vest over the course of four years, with 25% of the stock options granted to the Reporting Person vesting 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.

SEC source: 0001209191-18-033531 · doc4.xml · derivative · entry 2

Engebretson Mark · CIK 0001682199 · See Remarks

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Stock · 6,000 shares

Expires 2026-09-01

F2 · derivative.exercise_price: At the close of business on October 23, 2017, the Company effected a 1-for-10 reverse stock split (the "Reverse Stock Split"). The Company's common stock began trading on a split-adjusted basis when the market opened on October 24, 2017. Pursuant to the Reverse Stock Split, every 10 shares of the Company's issued and outstanding common stock were automatically converted into one share of common stock. All references to our common stock provided in this report have been adjusted to reflect the effect of the Reverse Stock Split.

F2 · shares: At the close of business on October 23, 2017, the Company effected a 1-for-10 reverse stock split (the "Reverse Stock Split"). The Company's common stock began trading on a split-adjusted basis when the market opened on October 24, 2017. Pursuant to the Reverse Stock Split, every 10 shares of the Company's issued and outstanding common stock were automatically converted into one share of common stock. All references to our common stock provided in this report have been adjusted to reflect the effect of the Reverse Stock Split.

F4 · price: On May 24, 2018, the Company cancelled, pursuant to the terms of its option exchange program, eligible stock options of the Reporting Person. In exchange, on May 25, 2018, the Reporting Person was granted replacement restricted stock units based on the exchange ratio of 1-to-1.7857.

F3 · derivative.exercise_date: These stock options were granted on September 1, 2016 to the Reporting Person under the Plan. Prior to cancellation, the stock options were scheduled to vest over the course of four years, with 25% of the stock options granted to the Reporting Person vesting 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.

SEC source: 0001209191-18-033889 · doc4a.xml · derivative · entry 4

Stefko David · CIK 0001652955 · See Remarks

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Stock · 3,989 shares

Expires 2026-01-14

F3 · derivative.exercise_price: At the close of business on October 23, 2017, the Company effected a 1-for-10 reverse stock split (the "Reverse Stock Split"). The Company's common stock began trading on a split-adjusted basis when the market opened on October 24, 2017. Pursuant to the Reverse Stock Split, every 10 shares of the Company's issued and outstanding common stock were automatically converted into one share of common stock. All references to our common stock provided in this report have been adjusted to reflect the effect of the Reverse Stock Split.

F3 · shares: At the close of business on October 23, 2017, the Company effected a 1-for-10 reverse stock split (the "Reverse Stock Split"). The Company's common stock began trading on a split-adjusted basis when the market opened on October 24, 2017. Pursuant to the Reverse Stock Split, every 10 shares of the Company's issued and outstanding common stock were automatically converted into one share of common stock. All references to our common stock provided in this report have been adjusted to reflect the effect of the Reverse Stock Split.

F5 · price: On May 24, 2018, the Company cancelled, pursuant to the terms of its option exchange program, eligible stock options of the Reporting Person. In exchange, on May 25, 2018, the Reporting Person was granted replacement restricted stock units based on the exchange ratio of 1-to-1.7857.

F6 · derivative.exercise_date: These stock options were granted to the Reporting Person under the Plan to effect the adjustment of outstanding options that were granted to the Reporting Person on January 14, 2016, with the same terms as those original options. Prior to cancellation, the stock options were scheduled to vest over the course of four years, with 25% of the stock options granted to the Reporting Person vesting 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.

SEC source: 0001209191-18-033889 · doc4a.xml · derivative · entry 3

Stefko David · CIK 0001652955 · See Remarks

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 3,989

Underlying: Common Stock · 22,500 shares

Expires 2026-01-14

F3 · derivative.exercise_price: At the close of business on October 23, 2017, the Company effected a 1-for-10 reverse stock split (the "Reverse Stock Split"). The Company's common stock began trading on a split-adjusted basis when the market opened on October 24, 2017. Pursuant to the Reverse Stock Split, every 10 shares of the Company's issued and outstanding common stock were automatically converted into one share of common stock. All references to our common stock provided in this report have been adjusted to reflect the effect of the Reverse Stock Split.

F3 · shares: At the close of business on October 23, 2017, the Company effected a 1-for-10 reverse stock split (the "Reverse Stock Split"). The Company's common stock began trading on a split-adjusted basis when the market opened on October 24, 2017. Pursuant to the Reverse Stock Split, every 10 shares of the Company's issued and outstanding common stock were automatically converted into one share of common stock. All references to our common stock provided in this report have been adjusted to reflect the effect of the Reverse Stock Split.

F5 · price: On May 24, 2018, the Company cancelled, pursuant to the terms of its option exchange program, eligible stock options of the Reporting Person. In exchange, on May 25, 2018, the Reporting Person was granted replacement restricted stock units based on the exchange ratio of 1-to-1.7857.

F4 · derivative.exercise_date: These stock options were granted on January 14, 2016 to the Reporting Person under the Plan. Prior to cancellation, the stock options were scheduled to vest over the course of four years, with 25% of the stock options granted to the Reporting Person vesting 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.

SEC source: 0001209191-18-033892 · doc4a.xml · derivative · entry 4

HOFFMAN BRENDAN · CIK 0001210695 · Director · Chief Executive Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Stock · 8,886 shares

Expires 2025-10-22

F4 · price: On May 24, 2018, the Company cancelled, pursuant to the terms of its option exchange program, eligible stock options of the Reporting Person. In exchange, on May 25, 2018, the Reporting Person was granted replacement restricted stock units based on the exchange ratio of 1-to-1.7857.

F5 · derivative.exercise_date: These stock options were granted to the Reporting Person under the Plan to effect the adjustment of outstanding options that were granted to the Reporting Person on October 22, 2015, with the same terms as those original options. Prior to cancellation, the stock options were scheduled to vest over the course of four years, with 25% of the stock options granted to the Reporting Person vesting 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.

SEC source: 0001209191-18-033892 · doc4a.xml · derivative · entry 3

HOFFMAN BRENDAN · CIK 0001210695 · Director · Chief Executive Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 8,886

Underlying: Common Stock · 50,000 shares

Expires 2025-10-22

F4 · price: On May 24, 2018, the Company cancelled, pursuant to the terms of its option exchange program, eligible stock options of the Reporting Person. In exchange, on May 25, 2018, the Reporting Person was granted replacement restricted stock units based on the exchange ratio of 1-to-1.7857.

F3 · derivative.exercise_date: The stock options were granted on October 22, 2015 to the Reporting Person under the Plan. Prior to cancellation, the stock options were scheduled to vest over the course of four years, with 25% of the stock options granted to the Reporting Person vesting 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.

SEC source: 0001209191-18-033885 · doc4a.xml · derivative · entry 6

Wallace Melissa · CIK 0001385827 · See Remarks

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Stock · 4,997 shares

Expires 2026-06-02

F2 · derivative.exercise_price: At the close of business on October 23, 2017, the Company effected a 1-for-10 reverse stock split (the "Reverse Stock Split"). The Company's common stock began trading on a split-adjusted basis when the market opened on October 24, 2017. Pursuant to the Reverse Stock Split, every 10 shares of the Company's issued and outstanding common stock were automatically converted into one share of common stock. All references to our common stock provided in this report have been adjusted to reflect the effect of the Reverse Stock Split.

F2 · shares: At the close of business on October 23, 2017, the Company effected a 1-for-10 reverse stock split (the "Reverse Stock Split"). The Company's common stock began trading on a split-adjusted basis when the market opened on October 24, 2017. Pursuant to the Reverse Stock Split, every 10 shares of the Company's issued and outstanding common stock were automatically converted into one share of common stock. All references to our common stock provided in this report have been adjusted to reflect the effect of the Reverse Stock Split.

F4 · price: On May 24, 2018, the Company cancelled, pursuant to the terms of its option exchange program, eligible stock options of the Reporting Person. In exchange, on May 25, 2018, the Reporting Person was granted replacement restricted stock units based on the exchange ratio of 1-to-1.7857.

F6 · derivative.exercise_date: These stock options were granted on June 2, 2016 to the Reporting Person under the Plan. Prior to cancellation, the stock options were scheduled to vest over the course of four years, with 25% of the stock options granted to the Reporting Person vesting 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.

SEC source: 0001209191-18-033885 · doc4a.xml · derivative · entry 5

Wallace Melissa · CIK 0001385827 · See Remarks

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 4,997

Underlying: Common Stock · 630 shares

Expires 2025-10-02

F2 · derivative.exercise_price: At the close of business on October 23, 2017, the Company effected a 1-for-10 reverse stock split (the "Reverse Stock Split"). The Company's common stock began trading on a split-adjusted basis when the market opened on October 24, 2017. Pursuant to the Reverse Stock Split, every 10 shares of the Company's issued and outstanding common stock were automatically converted into one share of common stock. All references to our common stock provided in this report have been adjusted to reflect the effect of the Reverse Stock Split.

F2 · shares: At the close of business on October 23, 2017, the Company effected a 1-for-10 reverse stock split (the "Reverse Stock Split"). The Company's common stock began trading on a split-adjusted basis when the market opened on October 24, 2017. Pursuant to the Reverse Stock Split, every 10 shares of the Company's issued and outstanding common stock were automatically converted into one share of common stock. All references to our common stock provided in this report have been adjusted to reflect the effect of the Reverse Stock Split.

F4 · price: On May 24, 2018, the Company cancelled, pursuant to the terms of its option exchange program, eligible stock options of the Reporting Person. In exchange, on May 25, 2018, the Reporting Person was granted replacement restricted stock units based on the exchange ratio of 1-to-1.7857.

F5 · derivative.exercise_date: These stock options were granted to the Reporting Person under the Plan to effect the adjustment of outstanding options that were granted to the Reporting Person on October 2, 2015, with the same terms as those original options. Prior to cancellation, the stock options were scheduled to vest over the course of four years, with 25% of the stock options granted to the Reporting Person vesting 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.

SEC source: 0001209191-18-033885 · doc4a.xml · derivative · entry 4

Wallace Melissa · CIK 0001385827 · See Remarks

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 5,627

Underlying: Common Stock · 551 shares

Expires 2025-10-02

F2 · derivative.exercise_price: At the close of business on October 23, 2017, the Company effected a 1-for-10 reverse stock split (the "Reverse Stock Split"). The Company's common stock began trading on a split-adjusted basis when the market opened on October 24, 2017. Pursuant to the Reverse Stock Split, every 10 shares of the Company's issued and outstanding common stock were automatically converted into one share of common stock. All references to our common stock provided in this report have been adjusted to reflect the effect of the Reverse Stock Split.

F2 · shares: At the close of business on October 23, 2017, the Company effected a 1-for-10 reverse stock split (the "Reverse Stock Split"). The Company's common stock began trading on a split-adjusted basis when the market opened on October 24, 2017. Pursuant to the Reverse Stock Split, every 10 shares of the Company's issued and outstanding common stock were automatically converted into one share of common stock. All references to our common stock provided in this report have been adjusted to reflect the effect of the Reverse Stock Split.

F4 · price: On May 24, 2018, the Company cancelled, pursuant to the terms of its option exchange program, eligible stock options of the Reporting Person. In exchange, on May 25, 2018, the Reporting Person was granted replacement restricted stock units based on the exchange ratio of 1-to-1.7857.

F5 · derivative.exercise_date: These stock options were granted to the Reporting Person under the Plan to effect the adjustment of outstanding options that were granted to the Reporting Person on October 2, 2015, with the same terms as those original options. Prior to cancellation, the stock options were scheduled to vest over the course of four years, with 25% of the stock options granted to the Reporting Person vesting 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.

SEC source: 0001209191-18-033885 · doc4a.xml · derivative · entry 3

Wallace Melissa · CIK 0001385827 · See Remarks

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 6,178

Underlying: Common Stock · 3,554 shares

Expires 2025-10-02

F2 · derivative.exercise_price: At the close of business on October 23, 2017, the Company effected a 1-for-10 reverse stock split (the "Reverse Stock Split"). The Company's common stock began trading on a split-adjusted basis when the market opened on October 24, 2017. Pursuant to the Reverse Stock Split, every 10 shares of the Company's issued and outstanding common stock were automatically converted into one share of common stock. All references to our common stock provided in this report have been adjusted to reflect the effect of the Reverse Stock Split.

F2 · shares: At the close of business on October 23, 2017, the Company effected a 1-for-10 reverse stock split (the "Reverse Stock Split"). The Company's common stock began trading on a split-adjusted basis when the market opened on October 24, 2017. Pursuant to the Reverse Stock Split, every 10 shares of the Company's issued and outstanding common stock were automatically converted into one share of common stock. All references to our common stock provided in this report have been adjusted to reflect the effect of the Reverse Stock Split.

F4 · price: On May 24, 2018, the Company cancelled, pursuant to the terms of its option exchange program, eligible stock options of the Reporting Person. In exchange, on May 25, 2018, the Reporting Person was granted replacement restricted stock units based on the exchange ratio of 1-to-1.7857.

F3 · derivative.exercise_date: These stock options were granted on October 2, 2015 to the Reporting Person under the Plan. Prior to cancellation, the stock options were scheduled to vest over the course of four years, with 25% of the stock options granted to the Reporting Person vesting 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.

SEC source: 0001209191-18-033885 · doc4a.xml · derivative · entry 2

Wallace Melissa · CIK 0001385827 · See Remarks

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 9,732

Underlying: Common Stock · 3,110 shares

Expires 2025-10-02

F2 · derivative.exercise_price: At the close of business on October 23, 2017, the Company effected a 1-for-10 reverse stock split (the "Reverse Stock Split"). The Company's common stock began trading on a split-adjusted basis when the market opened on October 24, 2017. Pursuant to the Reverse Stock Split, every 10 shares of the Company's issued and outstanding common stock were automatically converted into one share of common stock. All references to our common stock provided in this report have been adjusted to reflect the effect of the Reverse Stock Split.

F2 · shares: At the close of business on October 23, 2017, the Company effected a 1-for-10 reverse stock split (the "Reverse Stock Split"). The Company's common stock began trading on a split-adjusted basis when the market opened on October 24, 2017. Pursuant to the Reverse Stock Split, every 10 shares of the Company's issued and outstanding common stock were automatically converted into one share of common stock. All references to our common stock provided in this report have been adjusted to reflect the effect of the Reverse Stock Split.

F4 · price: On May 24, 2018, the Company cancelled, pursuant to the terms of its option exchange program, eligible stock options of the Reporting Person. In exchange, on May 25, 2018, the Reporting Person was granted replacement restricted stock units based on the exchange ratio of 1-to-1.7857.

F3 · derivative.exercise_date: These stock options were granted on October 2, 2015 to the Reporting Person under the Plan. Prior to cancellation, the stock options were scheduled to vest over the course of four years, with 25% of the stock options granted to the Reporting Person vesting 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.

SEC source: 0001209191-18-033890 · doc4a.xml · derivative · entry 2

Engebretson Mark · CIK 0001682199 · See Remarks

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Stock · 6,000 shares

Expires 2026-09-01

F2 · derivative.exercise_price: At the close of business on October 23, 2017, the Company effected a 1-for-10 reverse stock split (the "Reverse Stock Split"). The Company's common stock began trading on a split-adjusted basis when the market opened on October 24, 2017. Pursuant to the Reverse Stock Split, every 10 shares of the Company's issued and outstanding common stock were automatically converted into one share of common stock. All references to our common stock provided in this report have been adjusted to reflect the effect of the Reverse Stock Split.

F2 · shares: At the close of business on October 23, 2017, the Company effected a 1-for-10 reverse stock split (the "Reverse Stock Split"). The Company's common stock began trading on a split-adjusted basis when the market opened on October 24, 2017. Pursuant to the Reverse Stock Split, every 10 shares of the Company's issued and outstanding common stock were automatically converted into one share of common stock. All references to our common stock provided in this report have been adjusted to reflect the effect of the Reverse Stock Split.

F4 · price: On May 24, 2018, the Company cancelled, pursuant to the terms of its option exchange program, eligible stock options of the Reporting Person. In exchange, on May 25, 2018, the Reporting Person was granted replacement restricted stock units based on the exchange ratio of 1-to-1.7857.

F3 · derivative.exercise_date: These stock options were granted on September 1, 2016 to the Reporting Person under the Plan. Prior to cancellation, the stock options were scheduled to vest over the course of four years, with 25% of the stock options granted to the Reporting Person vesting 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.

SEC source: 0001209191-18-024868 · doc4.xml · nonDerivative · entry 1

Stefko David · CIK 0001652955 · See Remarks

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 31,493

F1 · shares: These shares represent restricted stock units that were granted to the Reporting Person on April 12, 2018, pursuant to the Vince 2013 Omnibus Incentive Plan. The restricted stock units convert into shares of common stock of Vince Holding Corp. on a one-for-one basis and are solely settled in common stock upon vesting. The restricted stock units vest in the following manner: 25% on April 19, 2019, 25% on April 17, 2020, 25% on April 16, 2021, and 25% on April 15th, 2022, in each case subject to the Reporting Person's continued employment with the Company through each such vesting date.

F2 · balance_after: At the close of business on October 23, 2017, the Company effected a 1-for-10 reverse stock split (the "Reverse Stock Split"). The Company's common stock began trading on a split-adjusted basis when the market opened on October 24, 2017. Pursuant to the Reverse Stock Split, every 10 shares of the Company's issued and outstanding common stock were automatically converted into one share of common stock. All references to our common stock provided in this report have been adjusted to reflect the effect of the Reverse Stock Split.

SEC source: 0001209191-18-024867 · doc4.xml · nonDerivative · entry 1

HOFFMAN BRENDAN · CIK 0001210695 · Director · Chief Executive Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 47,221

F1 · shares: These shares represent restricted stock units that were granted to the Reporting Person on April 12, 2018, pursuant to the Vince 2013 Omnibus Incentive Plan. The restricted stock units convert into shares of common stock of Vince Holding Corp. on a one-for-one basis and are solely settled in common stock upon vesting. The restricted stock units vest in the following manner: 25% on April 19, 2019, 25% on April 17, 2020, 25% on April 16, 2021, and 25% on April 15th, 2022, in each case subject to the Reporting Person's continued employment with the Company through each such vesting date.

F2 · balance_after: At the close of business on October 23, 2017, the Company effected a 1-for-10 reverse stock split (the "Reverse Stock Split"). The Company's common stock began trading on a split-adjusted basis when the market opened on October 24, 2017. Pursuant to the Reverse Stock Split, every 10 shares of the Company's issued and outstanding common stock were automatically converted into one share of common stock. All references to our common stock provided in this report have been adjusted to reflect the effect of the Reverse Stock Split.

SEC source: 0001209191-18-024870 · doc4.xml · nonDerivative · entry 1

Wallace Melissa · CIK 0001385827 · See Remarks

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 8,743

F1 · shares: These shares represent restricted stock units that were granted to the Reporting Person on April 12, 2018, pursuant to the Vince 2013 Omnibus Incentive Plan. The restricted stock units convert into shares of common stock of Vince Holding Corp. on a one-for-one basis and are solely settled in common stock upon vesting. The restricted stock units vest in the following manner: 25% on April 19, 2019, 25% on April 17, 2020, 25% on April 16, 2021, and 25% on April 15th, 2022, in each case subject to the Reporting Person's continued employment with the Company through each such vesting date.

F2 · balance_after: At the close of business on October 23, 2017, the Company effected a 1-for-10 reverse stock split (the "Reverse Stock Split"). The Company's common stock began trading on a split-adjusted basis when the market opened on October 24, 2017. Pursuant to the Reverse Stock Split, every 10 shares of the Company's issued and outstanding common stock were automatically converted into one share of common stock. All references to our common stock provided in this report have been adjusted to reflect the effect of the Reverse Stock Split.

SEC source: 0001209191-18-024869 · doc4.xml · nonDerivative · entry 1

Engebretson Mark · CIK 0001682199 · See Remarks

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 11,630

F1 · shares: These shares represent restricted stock units that were granted to the Reporting Person on April 12, 2018, pursuant to the Vince 2013 Omnibus Incentive Plan. The restricted stock units convert into shares of common stock of Vince Holding Corp. on a one-for-one basis and are solely settled in common stock upon vesting. The restricted stock units vest in the following manner: 25% on April 19, 2019, 25% on April 17, 2020, 25% on April 16, 2021, and 25% on April 15th, 2022, in each case subject to the Reporting Person's continued employment with the Company through each such vesting date.

F2 · balance_after: At the close of business on October 23, 2017, the Company effected a 1-for-10 reverse stock split (the "Reverse Stock Split"). The Company's common stock began trading on a split-adjusted basis when the market opened on October 24, 2017. Pursuant to the Reverse Stock Split, every 10 shares of the Company's issued and outstanding common stock were automatically converted into one share of common stock. All references to our common stock provided in this report have been adjusted to reflect the effect of the Reverse Stock Split.

SEC source: 0000899243-17-021924 · doc4.xml · derivative · entry 2

Stefko David · CIK 0001652955 · See Remarks

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Stock · 133,687 shares

Expires 2017-09-08

F1 · kind: Represents the exercise of subscription rights in Vince Holding Corp. ("Vince") rights offering by the Reporting Person, with each right entitling the holder to purchase 1.3475 shares of Vince common stock, resulting in the purchase by the Reporting Person of 133,687 shares of Vince common stock, including pursuant to the exercise of over-subscription rights.

SEC source: 0000899243-17-021924 · doc4.xml · nonDerivative · entry 1

Stefko David · CIK 0001652955 · See Remarks

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 158,687

F1 · kind: Represents the exercise of subscription rights in Vince Holding Corp. ("Vince") rights offering by the Reporting Person, with each right entitling the holder to purchase 1.3475 shares of Vince common stock, resulting in the purchase by the Reporting Person of 133,687 shares of Vince common stock, including pursuant to the exercise of over-subscription rights.

SEC source: 0000899243-17-021966 · doc4.xml · derivative · entry 4

SUN CAPITAL PARTNERS V LP · CIK 0001391476 · 10% owner

SUN CAPITAL PARTNERS V, LTD. · CIK 0001456482 · 10% owner

Sun Capital Advisors V, L.P. · CIK 0001456479 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote

Disclosed balance after: 0

Underlying: Common Stock · 881,389 shares

Expires 2017-09-08

F1 · kind: Represents the exercise of subscription rights in the Vince Holding Corp. ("Vince") rights offering by Sun Cardinal, LLC ("Sun 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 and by SK Financial of 881,390 shares of Vince common stock, including pursuant to the exercise of over-subscription rights.

F5 · ownership.nature: Sun Capital Partners V, L.P. ("SCP V") owns all of the ownership interests in Sun Cardinal. 1,476,074 of the reported shares are owned of record by SK Financial Services, LLC ("SK Financial"), which 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"). 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, each of 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 of record by Sun 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 SCSF Offshore and SCSF LP is filed separately.

SEC source: 0000899243-17-021966 · doc4.xml · derivative · entry 3

SUN CAPITAL PARTNERS V LP · CIK 0001391476 · 10% owner

SUN CAPITAL PARTNERS V, LTD. · CIK 0001456482 · 10% owner

Sun Capital Advisors V, L.P. · CIK 0001456479 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote

Disclosed balance after: 0

Underlying: Common Stock · 28,200,985 shares

Expires 2017-09-08

F1 · kind: Represents the exercise of subscription rights in the Vince Holding Corp. ("Vince") rights offering by Sun Cardinal, LLC ("Sun 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 and by SK Financial of 881,390 shares of Vince common stock, including pursuant to the exercise of over-subscription rights.

F5 · ownership.nature: Sun Capital Partners V, L.P. ("SCP V") owns all of the ownership interests in Sun Cardinal. 1,476,074 of the reported shares are owned of record by SK Financial Services, LLC ("SK Financial"), which 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"). 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, each of 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 of record by Sun 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 SCSF Offshore and SCSF LP is filed separately.

SEC source: 0000899243-17-021966 · doc4.xml · nonDerivative · entry 2

SUN CAPITAL PARTNERS V LP · CIK 0001391476 · 10% owner

SUN CAPITAL PARTNERS V, LTD. · CIK 0001456482 · 10% owner

Sun Capital Advisors V, L.P. · CIK 0001456479 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote

Disclosed balance after: 63,978,869

F2 · kind: Represents the purchase by Sun Cardinal of 13,373,435 shares of Vince common stock pursuant to the rights offering backstop investment agreement by and among Vince, Sun Cardinal and SCSF Cardinal, LLC.

F4 · balance_after: 62,502,795 of the reported shares are owned of record by Sun Cardinal.

F5 · balance_after: Sun Capital Partners V, L.P. ("SCP V") owns all of the ownership interests in Sun Cardinal. 1,476,074 of the reported shares are owned of record by SK Financial Services, LLC ("SK Financial"), which 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"). 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, each of 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 of record by Sun 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 SCSF Offshore and SCSF LP is filed separately.

F5 · ownership.nature: Sun Capital Partners V, L.P. ("SCP V") owns all of the ownership interests in Sun Cardinal. 1,476,074 of the reported shares are owned of record by SK Financial Services, LLC ("SK Financial"), which 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"). 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, each of 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 of record by Sun 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 SCSF Offshore and SCSF LP is filed separately.

SEC source: 0000899243-17-021966 · doc4.xml · nonDerivative · entry 1

SUN CAPITAL PARTNERS V LP · CIK 0001391476 · 10% owner

SUN CAPITAL PARTNERS V, LTD. · CIK 0001456482 · 10% owner

Sun Capital Advisors V, L.P. · CIK 0001456479 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote

Disclosed balance after: 50,605,434

F1 · kind: Represents the exercise of subscription rights in the Vince Holding Corp. ("Vince") rights offering by Sun Cardinal, LLC ("Sun 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 and by SK Financial of 881,390 shares of Vince common stock, including pursuant to the exercise of over-subscription rights.

F3 · balance_after: 49,129,360 of the reported shares are owned of record by Sun Cardinal.

F5 · balance_after: Sun Capital Partners V, L.P. ("SCP V") owns all of the ownership interests in Sun Cardinal. 1,476,074 of the reported shares are owned of record by SK Financial Services, LLC ("SK Financial"), which 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"). 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, each of 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 of record by Sun 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 SCSF Offshore and SCSF LP is filed separately.

F5 · ownership.nature: Sun Capital Partners V, L.P. ("SCP V") owns all of the ownership interests in Sun Cardinal. 1,476,074 of the reported shares are owned of record by SK Financial Services, LLC ("SK Financial"), which 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"). 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, each of 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 of record by Sun 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 SCSF Offshore and SCSF LP is filed separately.

SEC source: 0000899243-17-021967 · doc4.xml · derivative · entry 3

Sun Cardinal, LLC · CIK 0001591990 · 10% owner

SUN CAPITAL PARTNERS V LP · CIK 0001391476 · 10% owner

SUN CAPITAL PARTNERS V, LTD. · CIK 0001456482 · 10% owner

Sun Capital Advisors V, L.P. · CIK 0001456479 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote

Disclosed balance after: 0

Underlying: Common Stock · 28,200,985 shares

Expires 2017-09-08

F1 · kind: Represents the exercise of subscription rights in the Vince Holding Corp. ("Vince") rights offering by Sun Cardinal, LLC ("Sun Cardinal"), 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 shares of Vince common stock.

F3 · ownership.nature: Represents common stock owned of record by 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 it does not have a pecuniary interest.

SEC source: 0000899243-17-021967 · doc4.xml · nonDerivative · entry 2

Sun Cardinal, LLC · CIK 0001591990 · 10% owner

SUN CAPITAL PARTNERS V LP · CIK 0001391476 · 10% owner

SUN CAPITAL PARTNERS V, LTD. · CIK 0001456482 · 10% owner

Sun Capital Advisors V, L.P. · CIK 0001456479 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote

Disclosed balance after: 62,502,795

F2 · kind: Represents the purchase by Sun Cardinal of 13,373,435 shares of Vince common stock pursuant to the rights offering backstop investment agreement by and among Vince, Sun Cardinal and SCSF Cardinal, LLC.

F3 · balance_after: Represents common stock owned of record by 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 it does not have a pecuniary interest.

F3 · ownership.nature: Represents common stock owned of record by 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 it does not have a pecuniary interest.

SEC source: 0000899243-17-021967 · doc4.xml · nonDerivative · entry 1

Sun Cardinal, LLC · CIK 0001591990 · 10% owner

SUN CAPITAL PARTNERS V LP · CIK 0001391476 · 10% owner

SUN CAPITAL PARTNERS V, LTD. · CIK 0001456482 · 10% owner

Sun Capital Advisors V, L.P. · CIK 0001456479 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote

Disclosed balance after: 49,129,360

F1 · kind: Represents the exercise of subscription rights in the Vince Holding Corp. ("Vince") rights offering by Sun Cardinal, LLC ("Sun Cardinal"), 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 shares of Vince common stock.

F3 · balance_after: Represents common stock owned of record by 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 it does not have a pecuniary interest.

F3 · ownership.nature: Represents common stock owned of record by 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 it does not have a pecuniary interest.

SEC source: 0000899243-17-021972 · doc4.xml · derivative · entry 3

SCSF Cardinal, LLC · CIK 0001591946 · 10% owner

Sun Capital Securities Offshore Fund, Ltd. · CIK 0001344696 · 10% owner

SUN CAPITAL SECURITIES FUND, LP · CIK 0001288467 · 10% owner

Sun Capital Securities, LLC · CIK 0001358622 · 10% owner

Sun Capital Securities Advisors, LP · CIK 0001358621 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote

Disclosed balance after: 0

Underlying: Common Stock · 9,400,362 shares

Expires 2017-09-08

F1 · kind: Represents the exercise of subscription rights in the Vince Holding Corp. ("Vince") rights offering by SCSF Cardinal, LLC ("SCSF Cardinal"), with each right entitling the holder to purchase 1.3475 shares of Vince common stock, resulting in the purchase by SCSF Cardinal of 9,400,362 shares of Vince common stock.

F3 · ownership.nature: Represents common stock owned of record by SCSF Cardinal. SCSF Cardinal is jointly owned by Sun Capital Securities Offshore Fund, Ltd. ("SCSF Offshore") and Sun Capital Securities Fund, L.P. ("SCSF LP"). Sun Cardinal Securities, LLC ("SCSF LLC") is the general parter of Sun Capital Securities Advisors, L.P. ("SCSF Advisors"), which is in turn the general partner of SCSF LP. As a result, 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. Each Indirect Sun Owner expressly disclaims beneficial ownership of any securities in which it does not have a pecuniary interest.

SEC source: 0000899243-17-021972 · doc4.xml · nonDerivative · entry 2

SCSF Cardinal, LLC · CIK 0001591946 · 10% owner

Sun Capital Securities Offshore Fund, Ltd. · CIK 0001344696 · 10% owner

SUN CAPITAL SECURITIES FUND, LP · CIK 0001288467 · 10% owner

Sun Capital Securities, LLC · CIK 0001358622 · 10% owner

Sun Capital Securities Advisors, LP · CIK 0001358621 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote

Disclosed balance after: 20,834,324

F2 · kind: Represents the purchase by SCSF Cardinal of 4,457,812 shares of Vince common stock pursuant to the rights offering backstop investment agreement by and among Vince, Sun Cardinal, LLC and SCSF Cardinal.

F3 · balance_after: Represents common stock owned of record by SCSF Cardinal. SCSF Cardinal is jointly owned by Sun Capital Securities Offshore Fund, Ltd. ("SCSF Offshore") and Sun Capital Securities Fund, L.P. ("SCSF LP"). Sun Cardinal Securities, LLC ("SCSF LLC") is the general parter of Sun Capital Securities Advisors, L.P. ("SCSF Advisors"), which is in turn the general partner of SCSF LP. As a result, 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. Each Indirect Sun Owner expressly disclaims beneficial ownership of any securities in which it does not have a pecuniary interest.

F3 · ownership.nature: Represents common stock owned of record by SCSF Cardinal. SCSF Cardinal is jointly owned by Sun Capital Securities Offshore Fund, Ltd. ("SCSF Offshore") and Sun Capital Securities Fund, L.P. ("SCSF LP"). Sun Cardinal Securities, LLC ("SCSF LLC") is the general parter of Sun Capital Securities Advisors, L.P. ("SCSF Advisors"), which is in turn the general partner of SCSF LP. As a result, 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. Each Indirect Sun Owner expressly disclaims beneficial ownership of any securities in which it does not have a pecuniary interest.

SEC source: 0000899243-17-021972 · doc4.xml · nonDerivative · entry 1

SCSF Cardinal, LLC · CIK 0001591946 · 10% owner

Sun Capital Securities Offshore Fund, Ltd. · CIK 0001344696 · 10% owner

SUN CAPITAL SECURITIES FUND, LP · CIK 0001288467 · 10% owner

Sun Capital Securities, LLC · CIK 0001358622 · 10% owner

Sun Capital Securities Advisors, LP · CIK 0001358621 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote

Disclosed balance after: 16,376,512

F1 · kind: Represents the exercise of subscription rights in the Vince Holding Corp. ("Vince") rights offering by SCSF Cardinal, LLC ("SCSF Cardinal"), with each right entitling the holder to purchase 1.3475 shares of Vince common stock, resulting in the purchase by SCSF Cardinal of 9,400,362 shares of Vince common stock.

F3 · balance_after: Represents common stock owned of record by SCSF Cardinal. SCSF Cardinal is jointly owned by Sun Capital Securities Offshore Fund, Ltd. ("SCSF Offshore") and Sun Capital Securities Fund, L.P. ("SCSF LP"). Sun Cardinal Securities, LLC ("SCSF LLC") is the general parter of Sun Capital Securities Advisors, L.P. ("SCSF Advisors"), which is in turn the general partner of SCSF LP. As a result, 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. Each Indirect Sun Owner expressly disclaims beneficial ownership of any securities in which it does not have a pecuniary interest.

F3 · ownership.nature: Represents common stock owned of record by SCSF Cardinal. SCSF Cardinal is jointly owned by Sun Capital Securities Offshore Fund, Ltd. ("SCSF Offshore") and Sun Capital Securities Fund, L.P. ("SCSF LP"). Sun Cardinal Securities, LLC ("SCSF LLC") is the general parter of Sun Capital Securities Advisors, L.P. ("SCSF Advisors"), which is in turn the general partner of SCSF LP. As a result, 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. Each Indirect Sun Owner expressly disclaims beneficial ownership of any securities in which it does not have a pecuniary interest.

SEC source: 0000899243-17-021970 · doc4.xml · derivative · entry 4

Sun Capital Securities Offshore Fund, Ltd. · CIK 0001344696 · 10% owner

SUN CAPITAL SECURITIES FUND, LP · CIK 0001288467 · 10% owner

Sun Capital Securities Advisors, LP · CIK 0001358621 · 10% owner

Sun Capital Securities, LLC · CIK 0001358622 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote

Disclosed balance after: 0

Underlying: Common Stock · 881,389 shares

Expires 2017-09-08

F1 · kind: 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 1.3475 shares of Vince common stock, resulting in the purchase 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.

F5 · ownership.nature: SCSF Cardinal is jointly owned by Sun Capital Securities Offshore Fund, Ltd. ("SCSF Offshore") and Sun Capital Securities Fund, L.P. ("SCSF LP"). 1,476,074 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.

SEC source: 0000899243-17-021970 · doc4.xml · derivative · entry 3

Sun Capital Securities Offshore Fund, Ltd. · CIK 0001344696 · 10% owner

SUN CAPITAL SECURITIES FUND, LP · CIK 0001288467 · 10% owner

Sun Capital Securities Advisors, LP · CIK 0001358621 · 10% owner

Sun Capital Securities, LLC · CIK 0001358622 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote

Disclosed balance after: 0

Underlying: Common Stock · 9,400,362 shares

Expires 2017-09-08

F1 · kind: 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 1.3475 shares of Vince common stock, resulting in the purchase 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.

F5 · ownership.nature: SCSF Cardinal is jointly owned by Sun Capital Securities Offshore Fund, Ltd. ("SCSF Offshore") and Sun Capital Securities Fund, L.P. ("SCSF LP"). 1,476,074 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.

SEC source: 0000899243-17-021970 · doc4.xml · nonDerivative · entry 2

Sun Capital Securities Offshore Fund, Ltd. · CIK 0001344696 · 10% owner

SUN CAPITAL SECURITIES FUND, LP · CIK 0001288467 · 10% owner

Sun Capital Securities Advisors, LP · CIK 0001358621 · 10% owner

Sun Capital Securities, LLC · CIK 0001358622 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote

Disclosed balance after: 22,310,398

F2 · kind: Represents the purchase by SCSF Cardinal of 4,457,812 shares of Vince common stock pursuant to the rights offering backstop investment agreement by and among Vince, Sun Cardinal, LLC and SCSF Cardinal.

F4 · balance_after: 20,834,324 of the reported shares are owned of record by SCSF Cardinal.

F5 · balance_after: SCSF Cardinal is jointly owned by Sun Capital Securities Offshore Fund, Ltd. ("SCSF Offshore") and Sun Capital Securities Fund, L.P. ("SCSF LP"). 1,476,074 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.

F5 · ownership.nature: SCSF Cardinal is jointly owned by Sun Capital Securities Offshore Fund, Ltd. ("SCSF Offshore") and Sun Capital Securities Fund, L.P. ("SCSF LP"). 1,476,074 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.

SEC source: 0000899243-17-021970 · doc4.xml · nonDerivative · entry 1

Sun Capital Securities Offshore Fund, Ltd. · CIK 0001344696 · 10% owner

SUN CAPITAL SECURITIES FUND, LP · CIK 0001288467 · 10% owner

Sun Capital Securities Advisors, LP · CIK 0001358621 · 10% owner

Sun Capital Securities, LLC · CIK 0001358622 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote

Disclosed balance after: 17,852,586

F1 · kind: 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 1.3475 shares of Vince common stock, resulting in the purchase 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.

F3 · balance_after: 16,376,512 of the reported shares are owned of record by SCSF Cardinal.

F5 · balance_after: SCSF Cardinal is jointly owned by Sun Capital Securities Offshore Fund, Ltd. ("SCSF Offshore") and Sun Capital Securities Fund, L.P. ("SCSF LP"). 1,476,074 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.

F5 · ownership.nature: SCSF Cardinal is jointly owned by Sun Capital Securities Offshore Fund, Ltd. ("SCSF Offshore") and Sun Capital Securities Fund, L.P. ("SCSF LP"). 1,476,074 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.

SEC source: 0000899243-17-021919 · doc4.xml · derivative · entry 2

BOWMAN ROBERT A · CIK 0001263557 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Stock · 144,444 shares

Expires 2017-09-08

F1 · kind: Represents the exercise of subscription rights in Vince Holding Corp. ("Vince") rights offering by the Reporting Person, with each right entitling the holder to purchase 1.3475 shares of Vince common stock, resulting in the purchase by the Reporting Person of 144,444 shares of Vince common stock, including pursuant to the exercise of over-subscription rights.

SEC source: 0000899243-17-021919 · doc4.xml · nonDerivative · entry 1

BOWMAN ROBERT A · CIK 0001263557 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 157,792

F1 · kind: Represents the exercise of subscription rights in Vince Holding Corp. ("Vince") rights offering by the Reporting Person, with each right entitling the holder to purchase 1.3475 shares of Vince common stock, resulting in the purchase by the Reporting Person of 144,444 shares of Vince common stock, including pursuant to the exercise of over-subscription rights.

SEC source: 0000899243-17-021969 · doc4.xml · derivative · entry 5

KROUSE RODGER R · CIK 0001193057 · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 0

Underlying: Common Stock · 881,390 shares

Expires 2017-09-08

F1 · kind: 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.

F5 · ownership.nature: 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.

F6 · ownership.nature: (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.

SEC source: 0000899243-17-021969 · doc4.xml · derivative · entry 4

KROUSE RODGER R · CIK 0001193057 · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 0

Underlying: Common Stock · 9,400,362 shares

Expires 2017-09-08

F1 · kind: 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.

F5 · ownership.nature: 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.

F6 · ownership.nature: (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.

SEC source: 0000899243-17-021969 · doc4.xml · derivative · entry 3

KROUSE RODGER R · CIK 0001193057 · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 0

Underlying: Common Stock · 28,200,985 shares

Expires 2017-09-08

F1 · kind: 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.

F5 · ownership.nature: 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.

F6 · ownership.nature: (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.

SEC source: 0000899243-17-021969 · doc4.xml · nonDerivative · entry 2

KROUSE RODGER R · CIK 0001193057 · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 84,813,193

F2 · kind: 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.

F4 · balance_after: 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.

F5 · balance_after: 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.

F6 · balance_after: (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.

F5 · ownership.nature: 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.

F6 · ownership.nature: (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.

SEC source: 0000899243-17-021969 · doc4.xml · nonDerivative · entry 1

KROUSE RODGER R · CIK 0001193057 · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 66,981,946

F1 · kind: 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.

F3 · balance_after: 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.

F5 · balance_after: 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.

F6 · balance_after: (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.

F5 · ownership.nature: 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.

F6 · ownership.nature: (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.

SEC source: 0000899243-17-021971 · doc4.xml · derivative · entry 5

LEDER MARC J · CIK 0001193052 · Director · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 0

Underlying: Common Stock · 881,390 shares

Expires 2017-09-08

F1 · kind: 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.

F5 · ownership.nature: 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.

F6 · ownership.nature: (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.

SEC source: 0000899243-17-021971 · doc4.xml · derivative · entry 4

LEDER MARC J · CIK 0001193052 · Director · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 0

Underlying: Common Stock · 9,400,362 shares

Expires 2017-09-08

F1 · kind: 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.

F5 · ownership.nature: 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.

F6 · ownership.nature: (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.

SEC source: 0000899243-17-021971 · doc4.xml · derivative · entry 3

LEDER MARC J · CIK 0001193052 · Director · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 0

Underlying: Common Stock · 28,200,985 shares

Expires 2017-09-08

F1 · kind: 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.

F5 · ownership.nature: 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.

F6 · ownership.nature: (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.