Check the appropriate box to
designate the rule pursuant to which this Schedule is filed:
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).
|
|
|
|
|
CUSIP No. 92719W 108
|
|
13G/A
|
|
Page 2 of 18 Pages
|
|
|
|
|
|
|
|
1
|
|
NAMES OF
REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY):
SK Financial Services, LLC
|
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
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
5
|
|
SOLE VOTING POWER
0
|
|
6
|
|
SHARED VOTING POWER
147,607 (See Item 4)
|
|
7
|
|
SOLE DISPOSITIVE POWER
0
|
|
8
|
|
SHARED DISPOSITIVE POWER
147,607 (See Item 4)
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
147,607 (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)
1.3% (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 11,615,840 shares outstanding as
of November 30, 2017 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 7, 2017.
|
|
|
|
|
CUSIP No. 92719W 108
|
|
13G/A
|
|
Page
3
of 18 Pages
|
|
|
|
|
|
|
|
1
|
|
NAMES OF
REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY):
Sun Cardinal, LLC
|
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
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
5
|
|
SOLE VOTING POWER
0
|
|
6
|
|
SHARED VOTING POWER
6,250,279 (See Item 4)
|
|
7
|
|
SOLE DISPOSITIVE POWER
0
|
|
8
|
|
SHARED DISPOSITIVE POWER
6,250,279 (See Item 4)
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,250,279 (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)
53.8% (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 11,615,840 shares outstanding as
of November 30, 2017 as disclosed in Vince Holding Corp.s Quarterly Report on Form
10-Q
filed with the Commission on December 7, 2017.
|
|
|
|
|
CUSIP No. 92719W 108
|
|
13G/A
|
|
Page
4
of 18 Pages
|
|
|
|
|
|
|
|
1
|
|
NAMES OF
REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY):
Sun Capital Partners V, L.P.
|
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
6,397,886 (See Item 4)
|
|
7
|
|
SOLE DISPOSITIVE POWER
0
|
|
8
|
|
SHARED DISPOSITIVE POWER
6,397,886 (See Item 4)
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,397,886 (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)
55.1% (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 11,615,840 shares outstanding as
of November 30, 2017 as disclosed in Vince Holding Corp.s Quarterly Report on Form
10-Q
filed with the Commission on December 7, 2017.
|
|
|
|
|
CUSIP No. 92719W 108
|
|
13G/A
|
|
Page
5
of 18 Pages
|
|
|
|
|
|
|
|
1
|
|
NAMES OF
REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY):
Sun Capital Advisors V, L.P.
|
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
6,397,886 (See Item 4)
|
|
7
|
|
SOLE DISPOSITIVE POWER
0
|
|
8
|
|
SHARED DISPOSITIVE POWER
6,397,886 (See Item 4)
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,397,886 (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)
55.1% (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 11,615,840 shares outstanding as
of November 30, 2017 as disclosed in Vince Holding Corp.s Quarterly Report on Form
10-Q
filed with the Commission on December 7, 2017.
|
|
|
|
|
CUSIP No. 92719W 108
|
|
13G/A
|
|
Page
6
of 18 Pages
|
|
|
|
|
|
|
|
1
|
|
NAMES OF
REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY):
Sun Capital Partners V, Ltd.
|
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
6,397,886 (See Item 4)
|
|
7
|
|
SOLE DISPOSITIVE POWER
0
|
|
8
|
|
SHARED DISPOSITIVE POWER
6,397,886 (See Item 4)
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,397,886 (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)
55.1% (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 11,615,840 shares outstanding as
of November 30, 2017 as disclosed in Vince Holding Corp.s Quarterly Report on Form
10-Q
filed with the Commission on December 7, 2017.
|
|
|
|
|
CUSIP No. 92719W 108
|
|
13G/A
|
|
Page
7
of 18 Pages
|
|
|
|
|
|
|
|
1
|
|
NAMES OF
REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY):
SCSF Cardinal, LLC
|
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
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
5
|
|
SOLE VOTING POWER
0
|
|
6
|
|
SHARED VOTING POWER
2,083,432 (See Item 4)
|
|
7
|
|
SOLE DISPOSITIVE POWER
0
|
|
8
|
|
SHARED DISPOSITIVE POWER
2,083,432 (See Item 4)
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,083,432 (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)
17.9% (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 11,615,840 shares outstanding as
of November 30, 2017 as disclosed in Vince Holding Corp.s Quarterly Report on Form
10-Q
filed with the Commission on December 7, 2017.
|
|
|
|
|
CUSIP No. 92719W 108
|
|
13G/A
|
|
Page
8
of 18 Pages
|
|
|
|
|
|
|
|
1
|
|
NAMES OF
REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY):
Sun Capital Securities Offshore Fund, Ltd.
|
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
2,231,039 (See Item 4)
|
|
7
|
|
SOLE DISPOSITIVE POWER
0
|
|
8
|
|
SHARED DISPOSITIVE POWER
2,231,039 (See Item 4)
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,231,039 (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)
19.2% (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 11,615,840 shares outstanding as
of November 30, 2017 as disclosed in Vince Holding Corp.s Quarterly Report on Form
10-Q
filed with the Commission on December 7, 2017.
|
|
|
|
|
CUSIP No. 92719W 108
|
|
13G/A
|
|
Page
9
of 18 Pages
|
|
|
|
|
|
|
|
1
|
|
NAMES OF
REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY):
Sun Capital Securities Fund, 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
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
5
|
|
SOLE VOTING POWER
0
|
|
6
|
|
SHARED VOTING POWER
2,231,039 (See Item 4)
|
|
7
|
|
SOLE DISPOSITIVE POWER
0
|
|
8
|
|
SHARED DISPOSITIVE POWER
2,231,039 (See Item 4)
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,231,039 (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)
19.2% (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 11,615,840 shares outstanding as
of November 30, 2017 as disclosed in Vince Holding Corp.s Quarterly Report on Form
10-Q
filed with the Commission on December 7, 2017.
|
|
|
|
|
CUSIP No. 92719W 108
|
|
13G/A
|
|
Page
10
of 18 Pages
|
|
|
|
|
|
|
|
1
|
|
NAMES OF
REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY):
Sun Capital Securities, LLC
|
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
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
5
|
|
SOLE VOTING POWER
0
|
|
6
|
|
SHARED VOTING POWER
2,231,039 (See Item 4)
|
|
7
|
|
SOLE DISPOSITIVE POWER
0
|
|
8
|
|
SHARED DISPOSITIVE POWER
2,231,039 (See Item 4)
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,231,039 (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)
19.2% (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 11,615,840 shares outstanding as
of November 30, 2017 as disclosed in Vince Holding Corp.s Quarterly Report on Form
10-Q
filed with the Commission on December 7, 2017.
|
|
|
|
|
CUSIP No. 92719W 108
|
|
13G/A
|
|
Page
11
of 18 Pages
|
|
|
|
|
|
|
|
1
|
|
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
2,231,039 (See Item 4)
|
|
7
|
|
SOLE DISPOSITIVE POWER
0
|
|
8
|
|
SHARED DISPOSITIVE POWER
2,231,039 (See Item 4)
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,231,039 (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)
19.2% (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 11,615,840 shares outstanding as
of November 30, 2017 as disclosed in Vince Holding Corp.s Quarterly Report on Form
10-Q
filed with the Commission on December 7, 2017.
|
|
|
|
|
CUSIP No. 92719W 108
|
|
13G/A
|
|
Page
12
of 18 Pages
|
|
|
|
|
|
|
|
1
|
|
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
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
5
|
|
SOLE VOTING POWER
0
|
|
6
|
|
SHARED VOTING POWER
8,481,318 (See Item 4)
|
|
7
|
|
SOLE DISPOSITIVE POWER
0
|
|
8
|
|
SHARED DISPOSITIVE POWER
8,481,318 (See Item 4)
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,481,318 (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)
73.0% (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 11,615,840 shares outstanding as
of November 30, 2017 as disclosed in Vince Holding Corp.s Quarterly Report on Form
10-Q
filed with the Commission on December 7, 2017.
|
|
|
|
|
CUSIP No. 92719W 108
|
|
13G/A
|
|
Page
13
of 18 Pages
|
|
|
|
|
|
|
|
1
|
|
NAMES OF
REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY):
Rodger R. Krouse
|
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
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
5
|
|
SOLE VOTING POWER
0
|
|
6
|
|
SHARED VOTING POWER
8,481,318 (See Item 4)
|
|
7
|
|
SOLE DISPOSITIVE POWER
0
|
|
8
|
|
SHARED DISPOSITIVE POWER
8,481,318 (See Item 4)
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,481,318 (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)
73.0% (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 11,615,840 shares outstanding as
of November 30, 2017 as disclosed in Vince Holding Corp.s Quarterly Report on Form
10-Q
filed with the Commission on December 7, 2017.
|
|
|
|
|
CUSIP No. 92719W 108
|
|
13G/A
|
|
Page
14
of 18 Pages
|
Item 1(a)
|
Name of Issuer
:
|
Vince Holding Corp. (the Company)
Item 1(b)
|
Address of Issuers Principal Executive Offices
:
|
The Companys
principal executive offices are at 500 Fifth Avenue20th Floor, New York, New York 10110.
Item 2(a)
|
Name of Person Filing
:
|
This Amendment No. 3 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).
The Reporting Persons have entered into a Joint Filing Agreement, dated February 13, 2017, a copy of which is attached as
Exhibit
A
to the Companys Schedule 13G/A filed by the Reporting Persons with the Commission on February 13, 2017, pursuant to which the Reporting Persons agreed to file such Schedule 13G/A and any amendments thereto jointly in accordance with
the provisions of Rule
13d-1(k)(1)
under the Act.
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.
SK Financial, Sun Cardinal, SCSF Cardinal, Sun Securities Fund and
Sun Securities LLC were organized under the laws of the State of Delaware.
SCP V, Sun Advisors V, Sun Partners V Ltd., Sun Offshore and
Sun Securities Advisors were organized under the laws of the Cayman Islands.
Leder and Krouse are citizens of the United States.
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)
92719W 108
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CUSIP No. 92719W 108
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13G/A
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Page
15
of 18 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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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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An investment adviser in accordance with
§240.13d-1(b)(1)(ii)(E).
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(f)
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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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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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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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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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Not applicable.
(a) Amount beneficially owned: In the aggregate, the Reporting
Persons beneficially own 8,481,318 shares of Common Stock, of which 6,250,279 shares of Common Stock are directly held by Sun Cardinal, 2,083,432 shares of Common Stock are directly held by SCSF Cardinal and 147,607 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.
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.
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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CUSIP No. 92719W 108
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13G/A
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Page
16
of 18 Pages
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(b)
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Percent of class: In the aggregate, the Reporting Persons beneficially own 8,481,318 shares of the Common Stock, or approximately 73.0% of the total number of shares outstanding, by virtue of the 6,250,279 shares of
Common Stock directly held by Sun Cardinal, the 2,083,432 shares of Common Stock directly held by SCSF Cardinal and the 147,607 shares of Common Stock directly held by SK Financial.
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All percentages calculated in this Schedule 13G/A are based upon an aggregate of 11,615,840 shares of Common Stock outstanding as of
November 30, 2017 as disclosed in the Companys Quarterly Report on Form
10-Q
filed with the Commission on December 7, 2017.
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(c)
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Number of shares as to which such person has:
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(i)
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sole power to vote or to direct the vote: See Item 5 on the cover pages hereto.
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(ii)
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shared power to vote or to direct the vote: See Item 6 on the cover pages hereto.
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(iii)
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sole power to dispose or to direct the disposition of: See Item 7 on the cover pages hereto.
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(iv)
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shared power to dispose or to direct the disposition of: See Item 8 on the cover pages hereto.
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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
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Ownership of Five Percent or Less of a Class
:
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Not Applicable.
Item 6
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Ownership of More Than Five Percent on Behalf of Another Person
:
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Not
Applicable.
Item 7
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company
:
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Not Applicable.
Item 8
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Identification and Classification of Members of the Group
:
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See Items
2(a)-2(c).
Item 9
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Notice of Dissolution of Group
:
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Not Applicable.
Not Applicable.
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, 2018
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By:
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/s/ Marc J. Leder
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Name:
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Marc J. Leder
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By:
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/s/ Rodger R. Krouse
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Name:
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Rodger R. Krouse
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SUN CAPITAL PARTNERS V, LTD.
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By:
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/s/ Michael J. McConvery
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Name:
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Michael J. McConvery
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Its:
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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:
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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:
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/s/ Michael J. McConvery
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Name:
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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:
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/s/ Michael J. McConvery
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Name:
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Michael J. McConvery
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Its:
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Vice President and Assistant Secretary
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SCSF CARDINAL, LLC
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By:
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/s/ Michael J. McConvery
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Name:
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Michael J. McConvery
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Its:
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Vice President and Assistant Secretary
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SUN CAPITAL SECURITIES OFFSHORE FUND, LTD.
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By:
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Sun Capital Securities Management, LP
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Its:
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Investment Manager
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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
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Name:
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Michael J. McConvery
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Its:
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Vice President and Assistant Secretary
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By:
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/s/ Melissa Klafter
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Name:
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Melissa Klafter
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Its:
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Vice President Fund Controller and Assistant Treasurer
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SUN CAPITAL SECURITIES FUND, LP
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By:
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Sun Capital Securities Advisors, LP
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Its:
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General Partner
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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
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Name:
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Michael J. McConvery
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Its:
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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
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Name:
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Michael J. McConvery
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Its:
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Vice President and Assistant Secretary
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SUN CAPITAL SECURITIES, LLC
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By:
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/s/ Michael J. McConvery
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Name:
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Michael J. McConvery
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Its:
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Vice President and Assistant Secretary
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SUN CARDINAL, LLC
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By:
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/s/ Michael J. McConvery
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Name:
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Michael J. McConvery
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Its:
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Vice President and Assistant Secretary
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