SEC FORM 4

SEC FORM 4 SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Fogel Marie

(Last)

(First)

(Middle)

C/O VINCE HOLDING CORP.

500 FIFTH AVENUE 20TH FLOOR

(Street)

NEW YORK

10110

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
VINCE HOLDING CORP. [ VNCE ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
See Remarks

3. Date of Earliest Transaction (Month/Day/Year)
06/03/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Rule 10b5-1(c) Transaction Indication

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	06/03/2023		F		1,112⁽¹⁾	D	$5.18	40,442	D
Common Stock	06/13/2023		S⁽²⁾		400	D	$4.56⁽³⁾	40,042	D
Common Stock	06/14/2023		S⁽²⁾		1,000	D	$3.72⁽⁴⁾	39,042	D
Common Stock	06/15/2023		S⁽²⁾		228	D	$3.64⁽⁵⁾	38,814	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Represents shares withheld by Vince Holding Corp. to satisfy tax witholding obligations on the vesting of restricted stock units previously granted to the Reporting Person. This transaction is inadvertently filed late.

2. These shares of common stock of Vince Holding Corp. were sold pursuant to a Rule 10b5-1 trading plan to satisfy tax witholding obligations in connection with the vesting of restricted stock units previously granted to the Reporting Person.

3. The trade was entered into on June 13, 2023. The sale price represents the weighted average sale price for multiple transactions reported on this line. The prices of the transactions ranged from $4.50 to $4.65. Upon request of the staff of the Securities and Exchange Commission, the Company or a stockholder of the Company, the Reporting Person will provide full information regarding the number of shares sold at each separate price.

4. The trade was entered into on June 14, 2023. The sale price represents the weighted average sale price for multiple transactions reported on this line. The prices of the transactions ranged from $3.42 to $4.51. Upon request of the staff of the Securities and Exchange Commission, the Company or a stockholder of the Company, the Reporting Person will provide full information regarding the number of shares sold at each separate price.

5. The trade was entered into on June 15, 2023. The sale price represents the weighted average sale price for multiple transactions reported on this line. The prices of the transactions ranged from $3.56 to $3.70. Upon request of the staff of the Securities and Exchange Commission, the Company or a stockholder of the Company, the Reporting Person will provide full information regarding the number of shares sold at each separate price.

Remarks:

	/s/ Akiko Okuma, by Power of Attorney	06/15/2023
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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