SEC Form 4 · accession 0000899243-16-018525
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 owners
SUN CAPITAL PARTNERS V LP
10% Owner
Sun Capital Advisors V, L.P.
10% Owner
SUN CAPITAL PARTNERS V, LTD.
10% Owner
Sun Cardinal, LLC
10% Owner
Period of report
Apr 21, 2016
Accepted (ET)
Apr 25, 2016 · 5:23 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 | Apr 21, 2016 | X | 5,743,835 | $5.50 | A | 20,781,628 | I | See Footnote |
| Common Stock, par value $0.01F3 | Apr 21, 2016 | P | 146,747 | $5.50 | A | 20,928,375 | I | See Footnote |
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)F3 | $5.50 | Apr 21, 2016 | X | 15,037,793 | D | Mar 29, 2016 | Apr 21, 2016 | Common Stock | 5,743,835 | 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"), 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 shares of Vince common stock, including pursuant to the exercise of over-subscription rights.
- F2Represents the purchase by Sun Cardinal of 146,747 shares of Vince common stock pursuant to the rights offering backstop investment agreement by and among Vince, Sun Cardinal and SCSF Cardinal, LLC.
- F3Represents 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.