Brendan Hoffman - Jan 22, 2025 Form 3/A - Amendment Insider Report for VINCE HOLDING CORP. (VNCE)

Role: Chief Executive Officer, Director, 10%+ Owner
Signature: /s/ Akiko Okuma, by Power of Attorney
Stock symbol: VNCE
Transactions as of: Jan 22, 2025
Transactions value $: $0
Form type: 3/A - Amendment
Date filed: 2/6/2025, 06:04 PM
Date Of Original Report: Jan 22, 2025
Previous filing: Feb 13, 2023
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	VNCE	Common Stock						27K	Jan 22, 2025	Direct	F1, F2
holding	VNCE	Common Stock						8.23M	Jan 22, 2025	P180 Vince Acquisition Co.	F3

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	This amendment has been filed to correct the total amount of securities of Vince Holding Corp. (the "Company") directly owned by the Reporting Person as of January 22, 2025. In all other respects, the report is unchanged.
F2	These shares represent shares of common stock of the Company previously granted to the Reporting Person in connection with and during his prior employment by the Company betwen October 2015 and August 2020.
F3	See Remarks - Footnote 2.

Remarks:

Exhibit 24.1 - Power of Attorney. Footnote 2 - On January 22, 2025, P180 Vince Acquisition Co. ("P180") purchased 8,481,318 shares of common stock of the Issuer (the "Common Stock") from affiliates of Sun Capital Partners, Inc. ("Sun Capital") in a privately negotiated stock purchase transaction. 1,272,933 of these purchased shares were held back at the closing by the affiliates of Sun Capital and all or a portion of such shares will be transferred to P180 in the event the remaining outstanding obligations under the Credit Agreement by and among the Issuer, the guarantors named therein, and SK Financial Services, LLC ("SKFS"), as administrative and collateral agent, are purchased by P180 (or any of its affiliates or designees) from SKFS, or otherwise repaid in full, prior to September 22, 2025. P180 will forfeit its right to, and such affiliates of Sun Capital will be entitled to retain, a portion of such held back shares if such purchase or repayment occurs after January 24, 2025, and P180 will forfeit its right to all held back shares if such purchase or repayment does not occur on or prior to September 22, 2025. The affiliates of Sun Capital have agreed to various voting, transfer and other restrictions on the held back shares. 252,587 of the 1,272,933 shares of Common Stock that were held back have been forfeit to Sun Capital as of January 24, 2025.