SEC Form 4 · accession 0000899243-17-021972
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
SCSF Cardinal, LLC
10% Owner
Period of report
Sep 8, 2017
Accepted (ET)
Sep 12, 2017 · 8:32 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 | 9,400,362 | $0.45 | A | 16,376,512 | I | See Footnote |
| Common Stock, par value $0.01F3 | Sep 8, 2017 | P | 4,457,812 | $0.45 | A | 20,834,324 | 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 | 6,976,150 | D | Aug 15, 2017 | Sep 8, 2017 | Common Stock | 9,400,362 | 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"), 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 shares of Vince common stock.
- 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.
- F3Represents common stock owned of record by SCSF Cardinal. SCSF Cardinal is jointly owned by Sun Capital Securities Offshore Fund, Ltd. ("SCSF Offshore") and Sun Capital Securities Fund, L.P. ("SCSF LP"). Sun Cardinal Securities, LLC ("SCSF LLC") is the general parter of Sun Capital Securities Advisors, L.P. ("SCSF Advisors"), which is in turn the general partner of SCSF LP. As a result, 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. Each Indirect Sun Owner expressly disclaims beneficial ownership of any securities in which it does not have a pecuniary interest.