SEC Form 4 · accession 0000899243-16-018517
VINCE HOLDING CORP. · VNCE
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
A later amendment supersedes this filing — read the amendment. The figures below are kept as originally reported (version chain, not an overwrite).
Reporting owner
Marc J Leder
Director · 10% Owner
Period of report
Apr 21, 2016
Accepted (ET)
Apr 25, 2016 · 5:16 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001579157
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock, par value $0.01F3,F5,F6 | Apr 21, 2016 | X | 7,658,453 | $5.50 | A | 28,139,182 | I | See Footnotes |
| Common Stock, par value $0.01F4,F5,F6 | Apr 21, 2016 | P | 195,663 | $5.50 | A | 28,334,845 | I | See Footnotes |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Subscription Rights(Right to buy)F5,F6 | $5.50 | Apr 21, 2016 | X | 15,037,793 | D | Mar 29, 2016 | Apr 21, 2016 | Common Stock | 5,743,835 | 0 | I |
| Subscription Rights(Right to buy)F5,F6 | $5.50 | Apr 21, 2016 | X | 5,012,616 | D | Mar 29, 2016 | Apr 21, 2016 | Common Stock | 1,914,618 | 0 | I |
Explanation of responses
- F1Represents the exercise of subscription rights in the Vince Holding Corp. ("Vince") rights offering by Sun Cardinal, LLC ("Sun Cardinal") and SCSF Cardinal, LLC ("SCSF Cardinal"), with each right entitling the holder to purchase 0.3183 shares of Vince common stock, resulting in the purchase by Sun Cardinal of 5,743,835 and by SCSF Cardinal of 1,914,618 shares of Vince common stock, including pursuant to the exercise of over-subscription rights.
- F2Represents the purchase of 146,747 and 48,916 shares of Vince common stock by Sun Cardinal and SCSF Cardinal, respectively, pursuant to the rights offering backstop investment agreement by and among Vince, Sun Cardinal and SCSF Cardinal.
- F320,781,628 of the reported shares are owned of record by Sun Cardinal and 6,927,234 of the reported shares are owned of record by SCSF Cardinal.
- F420,928,375 of the reported shares are owned of record by Sun Cardinal and 6,976,150 of the reported shares are owned of record by SCSF Cardinal.
- F5430,320 of the reported shares are owned of record by SK Financial Services, LLC ("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(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.