SEC Form 4/A · accession 0000899243-16-019585
VINCE HOLDING CORP. · VNCE
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
This is an amendment (Form 4/A). It replaces an earlier filing for the same period.
Reporting owners
SUN CAPITAL SECURITIES FUND, LP
10% Owner
Sun Capital Securities Advisors, LP
10% Owner
Sun Capital Securities, LLC
10% Owner
Period of report
Apr 21, 2016
Accepted (ET)
May 10, 2016 · 4:38 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 | Apr 21, 2016 | X | 1,914,618 | $5.50 | A | 7,521,918 | I | See Footnote |
| Common Stock, par value $0.01F4,F5 | Apr 21, 2016 | P | 48,916 | $5.50 | A | 7,570,834 | 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)F5 | $5.50 | Apr 21, 2016 | X | 5,012,616 | D | Mar 29, 2016 | Apr 21, 2016 | Common Stock | 1,914,618 | 0 | I |
| Subscription Rights(Right to buy)F5 | $5.50 | Apr 21, 2016 | X | 430,320 | D | Mar 29, 2016 | Apr 21, 2016 | Common Stock | 164,364 | 0 | I |
Explanation of responses
- F1Represents 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 0.3183 shares of Vince common stock, resulting in the purchase by SCSF Cardinal of 1,914,618 and by SK Financial of 164,364 shares of Vince common stock, including pursuant to the exercise of over-subscription rights.
- F2Represents the purchase by SCSF Cardinal of 48,916 shares of Vince common stock pursuant to the rights offering backstop investment agreement by and among Vince, Sun Cardinal, LLC and SCSF Cardinal.
- F36,927,234 of the reported shares are owned of record by SCSF Cardinal.
- F46,976,150 of the reported shares are owned of record by SCSF Cardinal.
- F5SCSF Cardinal is jointly owned by Sun Capital Securities Offshore Fund, Ltd. ("SCSF Offshore") and Sun Capital Securities Fund, L.P. ("SCSF LP"). 594,684 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.
Remarks
This amendment is being filed because the aggregate shares held by SK Financial after giving effect to the Vince rights offering were incorrectly reported. SK Financial purchased 164,364 shares in the Vince rights offering.