SEC Form 4 · accession 0000899243-17-021970
VINCE HOLDING CORP. · VNCE
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
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
Sep 8, 2017
Accepted (ET)
Sep 12, 2017 · 8:31 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 | Sep 8, 2017 | X | 10,281,752 | $0.45 | A | 17,852,586 | I | See Footnote |
| Common Stock, par value $0.01F4,F5 | Sep 8, 2017 | P | 4,457,812 | $0.45 | A | 22,310,398 | 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 | $0.45 | Sep 8, 2017 | X | 6,976,150 | D | Aug 15, 2017 | Sep 8, 2017 | Common Stock | 9,400,362 | 0 | I |
| Subscription Rights (Right to buy)F5 | $0.45 | Sep 8, 2017 | X | 594,684 | D | Aug 15, 2017 | Sep 8, 2017 | Common Stock | 881,389 | 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 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.
- F2Represents 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.
- F316,376,512 of the reported shares are owned of record by SCSF Cardinal.
- F420,834,324 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"). 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.