SEC Form 4 · accession 0000899243-17-021967
VINCE HOLDING CORP. · VNCE
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
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
Sep 8, 2017
Accepted (ET)
Sep 12, 2017 · 8:30 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 | Sep 8, 2017 | X | 28,200,985 | $0.45 | A | 49,129,360 | I | See Footnote |
| Common Stock, par value $0.01F3 | Sep 8, 2017 | P | 13,373,435 | $0.45 | A | 62,502,795 | 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 | $0.45 | Sep 8, 2017 | X | 20,928,375 | D | Aug 15, 2017 | Sep 8, 2017 | Common Stock | 28,200,985 | 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 1.3475 shares of Vince common stock, resulting in the purchase by Sun Cardinal of 28,200,985 shares of Vince common stock.
- F2Represents 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.
- 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.