UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule
13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Vince Holding
Corp.
(Name of Issuer)
Common Stock, par value $0.01
(Title of Class of Securities)
92719W 108
(CUSIP
Number)
December 31, 2016
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to
designate the rule pursuant to which this Schedule is filed:
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*
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The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information
which would alter the disclosures provided in a prior cover page.
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The information required in the remainder of this cover
page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
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13G/A
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CUSIP No. 92719W 108
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Page
2
of 20 Pages
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1
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NAMES OF REPORTING PERSON
I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON (ENTITIES ONLY):
SK Financial Services, LLC
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2
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CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP (See Instructions)
(a) ☒ (b) ☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
594,684 (See Item 4)
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
594,684 (See Item 4)
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
594,684 (See Item 4)
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10
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CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
☐
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11
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PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (9)
1.2% (See Item 4)
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12
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TYPE OF REPORTING PERSON (See
Instructions)
OO
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All percentages set forth on the cover pages to this Schedule 13G/A were calculated based on 49,421,024 shares outstanding as
of November 30, 2016 as disclosed in Vince Holding Corp.’s Quarterly Report on Form 10-Q filed with the U.S. Securities and Exchange Commission (the “Commission”) on December 8, 2016.
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13G/A
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CUSIP No. 92719W 108
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Page
3
of 20 Pages
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1
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NAMES OF REPORTING PERSON
I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON (ENTITIES ONLY):
Sun Cardinal, LLC
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2
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CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP (See Instructions)
(a) ☒ (b) ☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
20,928,375 (See Item 4)
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
20,928,375 (See Item 4)
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,928,375 (See Item 4)
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10
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CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
☐
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11
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PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (9)
42.3% (See Item 4)
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12
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TYPE OF REPORTING PERSON (See
Instructions)
OO
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All percentages set forth on the cover pages to this Schedule 13G/A were calculated based on 49,421,024 shares outstanding as
of November 30, 2016 as disclosed in Vince Holding Corp.’s Quarterly Report on Form 10-Q filed with the Commission on December 8, 2016.
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13G/A
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CUSIP No. 92719W 108
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Page
4
of 20 Pages
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1
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NAMES OF REPORTING PERSON
I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON (ENTITIES ONLY):
Sun Capital Partners V, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP (See Instructions)
(a) ☒ (b) ☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Cayman
Islands
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
21,523,059 (See Item 4)
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
21,523,059 (See Item 4)
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
21,523,059 (See Item 4)
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10
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CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
☐
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11
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PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (9)
43.5% (See Item 4)
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12
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TYPE OF REPORTING PERSON (See
Instructions)
PN
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All percentages set forth on the cover pages to this Schedule 13G/A were calculated based on 49,421,024 shares outstanding as
of November 30, 2016 as disclosed in Vince Holding Corp.’s Quarterly Report on Form 10-Q filed with the Commission on December 8, 2016.
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13G/A
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CUSIP No. 92719W 108
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Page
5
of 20 Pages
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1
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NAMES OF REPORTING PERSON
I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON (ENTITIES ONLY):
Sun Capital Advisors V, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP (See Instructions)
(a) ☒ (b) ☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Cayman
Islands
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
21,523,059 (See Item 4)
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
21,523,059 (See Item 4)
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
21,523,059 (See Item 4)
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10
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CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
☐
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11
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PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (9)
43.5% (See Item 4)
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12
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TYPE OF REPORTING PERSON (See
Instructions)
PN
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All percentages set forth on the cover pages to this Schedule 13G/A were calculated based on 49,421,024 shares outstanding as
of November 30, 2016 as disclosed in Vince Holding Corp.’s Quarterly Report on Form 10-Q filed with the Commission on December 8, 2016.
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13G/A
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CUSIP No. 92719W 108
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Page
6
of 20 Pages
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1
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NAMES OF REPORTING PERSON
I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON (ENTITIES ONLY):
Sun Capital Partners V, Ltd.
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2
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CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP (See Instructions)
(a) ☒ (b) ☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Cayman
Islands
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
21,523,059 (See Item 4)
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
21,523,059 (See Item 4)
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
21,523,059 (See Item 4)
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10
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CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
☐
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11
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PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (9)
43.5% (See Item 4)
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12
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TYPE OF REPORTING PERSON (See
Instructions)
OO
|
All percentages set forth on the cover pages to this Schedule 13G/A were calculated based on 49,421,024 shares outstanding as
of November 30, 2016 as disclosed in Vince Holding Corp.’s Quarterly Report on Form 10-Q filed with the Commission on December 8, 2016.
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13G/A
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CUSIP No. 92719W 108
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Page
7
of 20 Pages
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1
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NAMES OF REPORTING PERSON
I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON (ENTITIES ONLY):
SCSF Cardinal, LLC
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2
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CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP (See Instructions)
(a) ☒ (b) ☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
6,976,150 (See Item 4)
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
6,976,150 (See Item 4)
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,976,150 (See Item 4)
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10
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CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
☐
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11
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PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (9)
14.1% (See Item 4)
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12
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TYPE OF REPORTING PERSON (See
Instructions)
OO
|
All percentages set forth on the cover pages to this Schedule 13G/A were calculated based on 49,421,024 shares outstanding as
of November 30, 2016 as disclosed in Vince Holding Corp.’s Quarterly Report on Form 10-Q filed with the Commission on December 8, 2016.
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13G/A
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CUSIP No. 92719W 108
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Page
8
of 20 Pages
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1
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NAMES OF REPORTING PERSON
I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON (ENTITIES ONLY):
Sun Capital Securities Offshore Fund,
Ltd.
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2
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CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP (See Instructions)
(a) ☒ (b) ☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Cayman
Islands
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|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
5
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SOLE VOTING POWER
0
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|
6
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|
SHARED VOTING POWER
7,570,834 (See Item 4)
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
7,570,834 (See Item 4)
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,570,834 (See Item 4)
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10
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CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
☐
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11
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PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (9)
15.3% (See Item 4)
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12
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|
TYPE OF REPORTING PERSON (See
Instructions)
OO
|
All percentages set forth on the cover pages to this Schedule 13G/A were calculated based on 49,421,024 shares outstanding as
of November 30, 2016 as disclosed in Vince Holding Corp.’s Quarterly Report on Form 10-Q filed with the Commission on December 8, 2016.
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13G/A
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CUSIP No. 92719W 108
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Page
9
of 20 Pages
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1
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NAMES OF REPORTING PERSON
I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON (ENTITIES ONLY):
Sun Capital Securities Fund, LP
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2
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CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP (See Instructions)
(a) ☒ (b) ☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
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|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
5
|
|
SOLE VOTING POWER
0
|
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|
6
|
|
SHARED VOTING POWER
7,570,834 (See Item 4)
|
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7
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SOLE DISPOSITIVE POWER
0
|
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|
8
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|
SHARED DISPOSITIVE POWER
7,570,834 (See Item 4)
|
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,570,834 (See Item 4)
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10
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CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
☐
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11
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PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (9)
15.3% (See Item 4)
|
|
12
|
|
TYPE OF REPORTING PERSON (See
Instructions)
PN
|
All percentages set forth on the cover pages to this Schedule 13G/A were calculated based on 49,421,024 shares outstanding as
of November 30, 2016 as disclosed in Vince Holding Corp.’s Quarterly Report on Form 10-Q filed with the Commission on December 8, 2016.
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|
13G/A
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|
CUSIP No. 92719W 108
|
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Page
10
of 20 Pages
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|
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1
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NAMES OF REPORTING PERSON
I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON (ENTITIES ONLY):
Sun Capital Securities, LLC
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2
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|
CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP (See Instructions)
(a) ☒ (b) ☐
|
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3
|
|
SEC USE ONLY
|
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4
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
|
|
|
|
|
|
|
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
5
|
|
SOLE VOTING POWER
0
|
|
|
6
|
|
SHARED VOTING POWER
7,570,834 (See Item 4)
|
|
|
7
|
|
SOLE DISPOSITIVE POWER
0
|
|
|
8
|
|
SHARED DISPOSITIVE POWER
7,570,834 (See Item 4)
|
|
|
|
|
|
|
|
|
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,570,834 (See Item 4)
|
|
10
|
|
CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
☐
|
|
11
|
|
PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (9)
15.3% (See Item 4)
|
|
12
|
|
TYPE OF REPORTING PERSON (See
Instructions)
OO
|
All percentages set forth on the cover pages to this Schedule 13G/A were calculated based on 49,421,024 shares outstanding as
of November 30, 2016 as disclosed in Vince Holding Corp.’s Quarterly Report on Form 10-Q filed with the Commission on December 8, 2016.
|
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|
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|
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|
13G/A
|
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|
|
CUSIP No. 92719W 108
|
|
|
|
Page
11
of 20 Pages
|
|
|
|
|
|
|
|
|
|
1
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NAMES OF REPORTING PERSON
I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON (ENTITIES ONLY):
Sun Capital Securities Advisors,
LP
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP (See Instructions)
(a) ☒ (b) ☐
|
|
3
|
|
SEC USE ONLY
|
|
4
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
Cayman
Islands
|
|
|
|
|
|
|
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
5
|
|
SOLE VOTING POWER
0
|
|
|
6
|
|
SHARED VOTING POWER
7,570,834 (See Item 4)
|
|
|
7
|
|
SOLE DISPOSITIVE POWER
0
|
|
|
8
|
|
SHARED DISPOSITIVE POWER
7,570,834 (See Item 4)
|
|
|
|
|
|
|
|
|
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,570,834 (See Item 4)
|
|
10
|
|
CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
☐
|
|
11
|
|
PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (9)
15.3% (See Item 4)
|
|
12
|
|
TYPE OF REPORTING PERSON (See
Instructions)
PN
|
All percentages set forth on the cover pages to this Schedule 13G/A were calculated based on 49,421,024 shares outstanding as
of November 30, 2016 as disclosed in Vince Holding Corp.’s Quarterly Report on Form 10-Q filed with the Commission on December 8, 2016.
|
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|
|
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|
|
|
|
13G/A
|
|
|
|
CUSIP No. 92719W 108
|
|
|
|
Page
12
of 20 Pages
|
|
|
|
|
|
|
|
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|
1
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|
NAMES OF REPORTING PERSON
I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON (ENTITIES ONLY):
Marc J. Leder
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP (See Instructions)
(a) ☒ (b) ☐
|
|
3
|
|
SEC USE ONLY
|
|
4
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
United
States
|
|
|
|
|
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|
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|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
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5
|
|
SOLE VOTING POWER
0
|
|
|
6
|
|
SHARED VOTING POWER
28,499,209 (See Item 4)
|
|
|
7
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|
SOLE DISPOSITIVE POWER
0
|
|
|
8
|
|
SHARED DISPOSITIVE POWER
28,499,209 (See Item 4)
|
|
|
|
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|
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
28,499,209 (See Item 4)
|
|
10
|
|
CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
☐
|
|
11
|
|
PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (9)
57.7% (See Item 4)
|
|
12
|
|
TYPE OF REPORTING PERSON (See
Instructions)
IN
|
All percentages set forth on the cover pages to this Schedule 13G/A were calculated based on 49,421,024 shares outstanding as
of November 30, 2016 as disclosed in Vince Holding Corp.’s Quarterly Report on Form 10-Q filed with the Commission on December 8, 2016.
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|
13G/A
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|
CUSIP No. 92719W 108
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Page
13
of 20 Pages
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1
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NAMES OF REPORTING PERSON
I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON (ENTITIES ONLY):
Rodger R. Krouse
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2
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|
CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP (See Instructions)
(a) ☒ (b) ☐
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3
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SEC USE ONLY
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4
|
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CITIZENSHIP OR PLACE OF
ORGANIZATION
United
States
|
|
|
|
|
|
|
|
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|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
5
|
|
SOLE VOTING POWER
0
|
|
|
6
|
|
SHARED VOTING POWER
28,499,209 (See Item 4)
|
|
|
7
|
|
SOLE DISPOSITIVE POWER
0
|
|
|
8
|
|
SHARED DISPOSITIVE POWER
28,499,209 (See Item 4)
|
|
|
|
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9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
28,499,209 (See Item 4)
|
|
10
|
|
CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
☐
|
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11
|
|
PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (9)
57.7% (See Item 4)
|
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12
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TYPE OF REPORTING PERSON (See
Instructions)
IN
|
All percentages set forth on the cover pages to this Schedule 13G/A were calculated based on 49,421,024 shares outstanding as
of November 30, 2016 as disclosed in Vince Holding Corp.’s Quarterly Report on Form 10-Q filed with the Commission on December 8, 2016.
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13G/A
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CUSIP No. 92719W 108
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Page
14
of 20 Pages
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Item 1(a)
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Name of Issuer
:
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Vince Holding Corp. (the “Company”)
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Item 1(b)
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Address of Issuer’s Principal Executive Offices
:
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The Company’s principal executive offices are at 500 Fifth Avenue - 20th Floor, New York, New York 10110.
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Item 2(a)
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Name of Person Filing
:
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|
This Amendment No. 2 to Schedule 13G is being jointly filed by each of the following persons pursuant to Rule 13d-1(k) promulgated by the Commission pursuant to Section 13 of the Act: SK Financial Services, LLC
(“SK Financial”), Sun Cardinal, LLC (“Sun Cardinal”), SCSF Cardinal, LLC (“SCSF Cardinal”), Sun Capital Partners V, L.P. (“SCP V”), Sun Capital Advisors V, L.P. (“Sun Advisors V”), Sun Capital
Partners V, Ltd. (“Sun Partners V Ltd.”), Sun Capital Securities Offshore Fund, Ltd. (“Sun Offshore”), Sun Capital Securities Fund, LP (“Sun Securities Fund”), Sun Capital Securities, LLC (“Sun Securities
LLC”), Sun Capital Securities Advisors, LP (“Sun Securities Advisors”), Marc J. Leder (“Leder”) and Rodger R. Krouse (“Krouse”) (collectively, the “Reporting Persons”).
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The Reporting Persons have entered into a Joint Filing Agreement, dated February 13, 2017, a copy of which is attached as
Exhibit A
to this statement, pursuant to which the Reporting Persons agreed to file this
Schedule 13G/A and any amendments thereto jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Act.
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Item 2(b)
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Address of Principal Business Office or, if none, Residence
:
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The address of the principal business office of each of the Reporting Persons is c/o Sun Capital Partners, Inc., 5200 Town Circle Center, Suite 600, Boca Raton, Florida 33486.
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SK Financial, Sun Cardinal, SCSF Cardinal, Sun Securities Fund and Sun Securities LLC were organized under the laws of the State of Delaware.
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SCP V, Sun Advisors V, Sun Partners V Ltd., Sun Offshore and Sun Securities Advisors were organized under the laws of the Cayman Islands.
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Leder and Krouse are citizens of the United States.
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Item 2(d)
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Title of Class of Securities
:
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Common Stock, par value $0.01 per share (the “Common Stock”)
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13G/A
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CUSIP No. 92719W 108
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Page
15
of 20 Pages
|
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Item 3
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If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a
:
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(a)
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☐
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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
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(b)
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☐
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
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(c)
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☐
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Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
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(d)
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☐
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Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
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(e)
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☐
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An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E).
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(f)
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☐
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An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).
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(g)
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☐
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A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G).
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(h)
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|
☐
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A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).
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(i)
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|
☐
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|
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3).
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(j)
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|
☐
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|
Non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J).
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(k)
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|
☐
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Group, in accordance with §240.13d-1(b)(1)(ii)(K).
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(a)
|
Amount beneficially owned: In the aggregate, the Reporting Persons beneficially own 20,928,375 shares of Common Stock directly held by Sun Cardinal, 6,976,150 shares of Common Stock directly held by SCSF Cardinal and
594,684 shares of Common Stock directly held by SK Financial.
|
|
|
SCP V owns all of the ownership interests in Sun Cardinal. Through a revocable trust, each of Leder and Krouse own fifty percent (50%) of Sun Partners V Ltd., which in turn is the general partner of Sun Advisors V,
which in turn is the general partner of SCP V. As a result of these relationships, each of SCP V, Sun Partners V Ltd., Sun Advisors V, Leder and Krouse has shared voting and dispositive power with respect to the shares of Common Stock directly held
by Sun Cardinal.
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|
SCSF Cardinal is jointly owned by Sun Offshore and Sun Securities Fund. Through a revocable trust, each of Leder and Krouse own 50% of the membership interests in Sun Securities, LLC, which in turn is the general
partner of Sun Securities Advisors, which is in turn the general partner of Sun Securities Fund. As a result of these relationships, each of Sun Offshore, Sun Securities Fund, Sun Securities LLC, Sun Securities Advisors, Leder and Krouse has shared
voting and dispositive power with respect to the shares of Common Stock directly held by SCSF Cardinal.
|
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|
SK Financial is jointly owned by SCP V, Sun Offshore and Sun Securities Fund. Through a revocable trust, each of Leder and Krouse own fifty percent (50%) of Sun Partners V Ltd., which is the general partner of Sun
Advisors V, which is the general partner of SCP V. Each of Leder and Krouse also controls, through his revocable trust, 50% of the membership interest in Sun Securities, LLC, which in turn is the general partner of Sun Securities Advisors, which is
in turn the general partner of Sun Securities Fund. SCP V owns all of the ownership interests in Sun Cardinal. SCSF Cardinal is jointly owned by Sun Offshore and Sun Securities Fund. As a result of these relationships, each of SCP V, Sun Partners V
Ltd., Sun Advisors V, Sun Offshore, Sun Securities Fund, Sun Securities LLC, Sun Securities Advisors, Leder and Krouse has shared voting and dispositive power with respect to the shares of Common Stock directly held by SK Financial.
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|
13G/A
|
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|
CUSIP No. 92719W 108
|
|
|
|
Page
16
of 20 Pages
|
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|
(b)
|
Percent of class: In the aggregate, the Reporting Persons beneficially own 28,499,209 shares of the Common Stock, or 57.7% of the total number of shares outstanding, by virtue of the 20,928,375 shares of Common Stock
directly held by Sun Cardinal, the 6,976,150 shares of Common Stock directly held by SCSF Cardinal and the 594,684 shares of Common Stock directly held by SK Financial.
|
|
|
All percentages calculated in this Schedule 13G/A are based upon an aggregate of 49,421,024 shares of Common Stock outstanding as of November 30, 2016 as disclosed in the Company’s Quarterly Report on Form 10-Q
filed on December 8, 2016.
|
|
|
(c)
|
Number of shares as to which such person has:
|
|
|
(i)
|
sole power to vote or to direct the vote: See Item 5 on the cover pages hereto.
|
|
|
(ii)
|
shared power to vote or to direct the vote: See Item 6 on the cover pages hereto.
|
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(iii)
|
sole power to dispose or to direct the disposition of: See Item 7 on the cover pages hereto.
|
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(iv)
|
shared power to dispose or to direct the disposition of: See Item 8 on the cover pages hereto.
|
Pursuant to Rule 13d-4 of the Act, the Reporting Persons expressly declare that the filing of this statement shall not be construed as an
admission that any such person is, for the purposes of Section 13(d) and/or Section 13(g) of the Act or otherwise, the beneficial owner of any securities covered by this statement held by any other person. The Reporting Persons expressly
disclaim that they have agreed to act as a group other than as described in this Schedule 13G/A.
|
Item 5
|
Ownership of Five Percent or Less of a Class
:
|
|
Item 6
|
Ownership of More Than Five Percent on Behalf of Another Person
:
|
|
Item 7
|
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company
:
|
|
Item 8
|
Identification and Classification of Members of the Group
:
|
|
Item 9
|
Notice of Dissolution of Group
:
|
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
Date: February 13, 2017
|
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|
|
By:
|
|
/s/ Marc J. Leder
|
|
Name:
|
|
Marc J. Leder
|
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|
By:
|
|
/s/ Rodger R. Krouse
|
|
Name:
|
|
Rodger R. Krouse
|
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|
|
SUN CAPITAL PARTNERS V, LTD.
|
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|
|
By:
|
|
/s/ Michael J. McConvery
|
|
Name:
|
|
Michael J. McConvery
|
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Its:
|
|
Vice President & Assistant Secretary
|
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|
SUN CAPITAL ADVISORS V, L.P.
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By:
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Sun Capital Partners V, Ltd.
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Its:
|
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General Partner
|
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By:
|
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/s/ Michael J. McConvery
|
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Name:
|
|
Michael J. McConvery
|
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Its:
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Vice President & Assistant Secretary
|
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SUN CAPITAL PARTNERS V, L.P.
|
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By:
|
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Sun Capital Advisors V, L.P.
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Its:
|
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General Partner
|
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By:
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|
Sun Capital Partners V, Ltd.
|
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Its:
|
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General Partner
|
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By:
|
|
/s/ Michael J. McConvery
|
|
Name:
|
|
Michael J. McConvery
|
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Its:
|
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Vice President & Assistant Secretary
|
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SK FINANCIAL SERVICES, LLC
|
|
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|
|
By:
|
|
/s/ Michael J. McConvery
|
|
Name:
|
|
Michael J. McConvery
|
|
Its:
|
|
Vice President and Assistant Secretary
|
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|
|
SCSF CARDINAL, LLC
|
|
|
|
|
By:
|
|
/s/ Michael J. McConvery
|
|
Name:
|
|
Michael J. McConvery
|
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Its:
|
|
Vice President and Assistant Secretary
|
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SUN CAPITAL SECURITIES OFFSHORE FUND, LTD.
|
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By:
|
|
Sun Capital Securities Management, LP
|
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Its:
|
|
Investment Manager
|
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|
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By:
|
|
Sun Capital Securities, LLC
|
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Its:
|
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General Partner
|
|
|
|
|
By:
|
|
/s/ Michael J. McConvery
|
|
Name:
|
|
Michael J. McConvery
|
|
Its:
|
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Vice President and Assistant Secretary
|
|
|
|
|
By:
|
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/s/ Melissa Klafter
|
|
Name:
|
|
Melissa Klafter
|
|
Its:
|
|
Vice President – Fund Controller and Assistant Treasurer
|
|
|
|
SUN CAPITAL SECURITIES FUND, LP
|
|
|
|
|
By:
|
|
Sun Capital Securities Advisors, LP
|
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Its:
|
|
General Partner
|
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|
|
|
By:
|
|
Sun Capital Securities, LLC
|
|
Its:
|
|
General Partner
|
|
|
|
|
By:
|
|
/s/ Michael J. McConvery
|
|
Name:
|
|
Michael J. McConvery
|
|
Its:
|
|
Vice President and Assistant Secretary
|
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|
SUN CAPITAL SECURITIES ADVISORS, LP
|
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By:
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Sun Capital Securities, LLC
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Its:
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General Partner
|
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By:
|
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/s/ Michael J. McConvery
|
|
Name:
|
|
Michael J. McConvery
|
|
Its:
|
|
Vice President and Assistant Secretary
|
|
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|
SUN CAPITAL SECURITIES, LLC
|
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|
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By:
|
|
/s/ Michael J. McConvery
|
|
Name:
|
|
Michael J. McConvery
|
|
Its:
|
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Vice President and Assistant Secretary
|
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|
SUN CARDINAL, LLC
|
|
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|
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By:
|
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/s/ Michael J. McConvery
|
|
Name:
|
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Michael J. McConvery
|
|
Its:
|
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Vice President and Assistant Secretary
|
Exhibit A
AGREEMENT REGARDING THE JOINT FILING OF SCHEDULE 13G
The undersigned hereby agree that a single Schedule 13G (or any amendment thereto) relating to the Common Stock of Vince Holding Corp. may be
filed on behalf of each of the undersigned and that this Agreement shall be filed as an exhibit to such Schedule 13G.
Date: February 13, 2017
|
|
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|
|
By:
|
|
/s/ Marc J. Leder
|
|
Name:
|
|
Marc J. Leder
|
|
|
|
|
By:
|
|
/s/ Rodger R. Krouse
|
|
Name:
|
|
Rodger R. Krouse
|
|
|
|
SUN CAPITAL PARTNERS V, LTD.
|
|
|
|
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By:
|
|
/s/ Michael J. McConvery
|
|
Name:
|
|
Michael J. McConvery
|
|
Its:
|
|
Vice President & Assistant Secretary
|
|
|
|
SUN CAPITAL ADVISORS V, L.P.
|
|
|
|
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By:
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Sun Capital Partners V, Ltd.
|
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Its:
|
|
General Partner
|
|
|
|
|
By:
|
|
/s/ Michael J. McConvery
|
|
Name:
|
|
Michael J. McConvery
|
|
Its:
|
|
Vice President & Assistant Secretary
|
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|
|
SUN CAPITAL PARTNERS V, L.P.
|
|
|
|
|
By:
|
|
Sun Capital Advisors V, L.P.
|
|
Its:
|
|
General Partner
|
|
|
|
|
By:
|
|
Sun Capital Partners V, Ltd.
|
|
Its:
|
|
General Partner
|
|
|
|
|
By:
|
|
/s/ Michael J. McConvery
|
|
Name:
|
|
Michael J. McConvery
|
|
Its:
|
|
Vice President & Assistant Secretary
|
|
|
|
SK FINANCIAL SERVICES, LLC
|
|
|
|
|
By:
|
|
/s/ Michael J. McConvery
|
|
Name:
|
|
Michael J. McConvery
|
|
Its:
|
|
Vice President and Assistant Secretary
|
|
|
|
SCSF CARDINAL, LLC
|
|
|
|
|
By:
|
|
/s/ Michael J. McConvery
|
|
Name:
|
|
Michael J. McConvery
|
|
Its:
|
|
Vice President and Assistant Secretary
|
|
|
|
|
|
|
|
SUN CAPITAL SECURITIES OFFSHORE FUND, LTD.
|
|
|
|
|
By:
|
|
Sun Capital Securities Management, LP
|
|
Its:
|
|
Investment Manager
|
|
|
|
|
By:
|
|
Sun Capital Securities, LLC
|
|
Its:
|
|
General Partner
|
|
|
|
|
By:
|
|
/s/ Michael J. McConvery
|
|
Name:
|
|
Michael J. McConvery
|
|
Its:
|
|
Vice President and Assistant Secretary
|
|
|
|
|
By:
|
|
/s/ Melissa Klafter
|
|
Name:
|
|
Melissa Klafter
|
|
Its:
|
|
Vice President – Fund Controller and Assistant Treasurer
|
|
|
|
SUN CAPITAL SECURITIES FUND, LP
|
|
|
|
|
By:
|
|
Sun Capital Securities Advisors, LP
|
|
Its:
|
|
General Partner
|
|
|
|
|
By:
|
|
Sun Capital Securities, LLC
|
|
Its:
|
|
General Partner
|
|
|
|
|
By:
|
|
/s/ Michael J. McConvery
|
|
Name:
|
|
Michael J. McConvery
|
|
Its:
|
|
Vice President and Assistant Secretary
|
|
|
|
SUN CAPITAL SECURITIES ADVISORS, LP
|
|
|
|
|
By:
|
|
Sun Capital Securities, LLC
|
|
Its:
|
|
General Partner
|
|
|
|
|
By:
|
|
/s/ Michael J. McConvery
|
|
Name:
|
|
Michael J. McConvery
|
|
Its:
|
|
Vice President and Assistant Secretary
|
|
|
|
SUN CAPITAL SECURITIES, LLC
|
|
|
|
|
By:
|
|
/s/ Michael J. McConvery
|
|
Name:
|
|
Michael J. McConvery
|
|
Its:
|
|
Vice President and Assistant Secretary
|
|
|
|
SUN CARDINAL, LLC
|
|
|
|
|
By:
|
|
/s/ Michael J. McConvery
|
|
Name:
|
|
Michael J. McConvery
|
|
Its:
|
|
Vice President and Assistant Secretary
|
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