Rodger R. Krouse - Jan 22, 2025 Form 4 Insider Report for VINCE HOLDING CORP. (VNCE)

Role
10%+ Owner
Signature
/s/ C. Deryl Couch by power of attorney for Rodger R. Krouse
Stock symbol
VNCE
Transactions as of
Jan 22, 2025
Transactions value $
-$16,818,837
Form type
4
Date filed
1/24/2025, 04:05 PM
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction VNCE Common Stock, par value $0.01 Sale -$16.8M -7.22M -85.11% $2.33 1.26M Jan 22, 2025 See Footnotes F1, F2, F3, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Represents the purchase by P180 Vince Acquisition Co. ("P180") of shares of Vince Holding Corp. ("Vince") common stock pursuant to that certain Stock and Loan Purchase Agreement by and among P180, Sun Cardinal, LLC ("Sun Cardinal"), SCSF Cardinal, LLC ("SCSF Cardinal") and SK Financial Services, LLC ("SK Financial"). P180 purchased a total of 8,481,318 shares from Sun Cardinal, SCSF Cardinal and SK Financial, a portion of which were held back by Sun Cardinal, SCSF Cardinal and SK Financial.
F2 Represents shares held back by Sun Cardinal, SCSF Cardinal and SK Financial. Such held back shares (or a portion thereof) may be transferred to P180 in the future subject to certain conditions set forth in the Stock and Loan Purchase Agreement.
F3 21,980 of the reported shares are owned of record by SK Financial. SK Financial is jointly owned by Sun Capital Partners V, L.P. ("SCP V"), Sun Capital Securities Offshore Fund, Ltd. ("SCSF Offshore") and Sun Capital Securities Fund, L.P. ("SCSF LP"). Through a revocable trust, each of Messrs. Rodger R. Krouse and Marc J. Leder own fifty percent (50%) of Sun Capital Partners V, Ltd., which is the general partner of Sun Capital Advisors V, L.P., which is the general partner of SCP V. Each of Messrs. Krouse and Leder also controls, through his revocable trust, 50% of the membership interest in Sun Capital Securities, LLC, which in turn is the general partner of Sun Capital Securities Advisors, L.P., which is in turn the general partner of SCSF LP. SCP V owns all of the ownership interests in Sun Cardinal.
F4 (Continued from footnote 2) SCSF Cardinal is jointly owned by SCSF Offshore and SCSF LP. As a result, Mr. Krouse may be deemed to have indirect beneficial ownership of the securities owned of record by Sun Cardinal, SCSF Cardinal and SK Financial. Mr. Krouse expressly disclaims beneficial ownership of any securities in which he does not have a pecuniary interest.