SEC Form 4 · accession 0001209191-18-033526
VINCE HOLDING CORP. · VNCE
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Melissa Wallace
Officer — See Remarks
Period of report
May 25, 2018
Accepted (ET)
May 25, 2018 · 4:28 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 |
|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF1 | May 25, 2018 | A | 22,932 | $0.00 | A | 31,675 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Employee Stock Option (Right to buy)F2,F4,F3 | $36.00 | May 25, 2018 | D | 3,110 | D | — | Oct 2, 2025 | Common Stock | 3,110 | 9,732 | D |
| Employee Stock Option (Right to buy)F2,F4,F3 | $36.00 | May 25, 2018 | D | 3,554 | D | — | Oct 2, 2025 | Common Stock | 3,554 | 6,178 | D |
| Employee Stock Option (Right to buy)F2,F4,F5 | $56.10 | May 25, 2018 | D | 551 | D | — | Oct 2, 2025 | Common Stock | 551 | 5,627 | D |
| Employee Stock Option (Right to buy)F2,F4,F5 | $56.10 | May 25, 2018 | D | 630 | D | — | Oct 2, 2025 | Common Stock | 630 | 4,997 | D |
| Employee Stock Option (Right to buy)F2,F4,F6 | $59.80 | May 25, 2018 | D | 4,997 | D | — | Jun 2, 2026 | Common Stock | 4,997 | 0 | D |
Explanation of responses
- F1These shares represent restricted stock units that were granted to the Reporting Person under the Amended and Restated 2013 Omnibus Incentive Plan (the "Plan") of Vince Holding Corp. (the "Company") on May 25, 2018 in exchange for the stock options which were cancelled pursuant to the Company's option exchange program on May 24, 2018. These restricted stock units convert into shares of common stock of the Company on a one-for-one basis and are solely settled in common stock upon vesting. These restricted stock units vest in the following manner: 10% on April 19, 2019; 20% on April 17, 2020; 25% on April 16, 2021; and 45% on April 15th, 2022, in each case subject to the Reporting Person's continued employment with the Company through each such vesting date.
- F2At the close of business on October 23, 2017, the Company effected a 1-for-10 reverse stock split (the "Reverse Stock Split"). The Company's common stock began trading on a split-adjusted basis when the market opened on October 24, 2017. Pursuant to the Reverse Stock Split, every 10 shares of the Company's issued and outstanding common stock were automatically converted into one share of common stock. All references to our common stock provided in this report have been adjusted to reflect the effect of the Reverse Stock Split.
- F3These stock options were granted on October 2, 2015 to the Reporting Person under the Plan. Prior to cancellation, the stock options were scheduled to vest over the course of four years, with 25% of the stock options granted to the Reporting Person vesting on each of the first, second, third and fourth anniversaries of the grant date, in each case subject to the Reporting Person's continued employment with the Company through each such vesting date.
- F4On May 24, 2018, the Company cancelled, pursuant to the terms of its option exchange program, eligible stock options of the Reporting Person. In exchange, on May 25, 2018, the Reporting Person was granted replacement restricted stock units based on the exchange ratio of 1-to-1.7857.
- F5These stock options were granted to the Reporting Person under the Plan to effect the adjustment of outstanding options that were granted to the Reporting Person on October 2, 2015, with the same terms as those original options. Prior to cancellation, the stock options were scheduled to vest over the course of four years, with 25% of the stock options granted to the Reporting Person vesting on each of the first, second, third and fourth anniversaries of the grant date, in each case subject to the Reporting Person's continued employment with the Company through each such vesting date.
- F6These stock options were granted on June 2, 2016 to the Reporting Person under the Plan. Prior to cancellation, the stock options were scheduled to vest over the course of four years, with 25% of the stock options granted to the Reporting Person vesting on each of the first, second, third and fourth anniversaries of the grant date, in each case subject to the Reporting Person's continued employment with the Company through each such vesting date.
Remarks
Senior Vice President, Human Resources