| Item 1. | |
| (a) | Name of issuer:
Vince Holding Corp. |
| (b) | Address of issuer's principal executive offices:
The principal executive offices of Vince Holding Corp. (the "Company") are at 500 Fifth Avenue-20th Floor, New York, New York 10110. |
| Item 2. | |
| (a) | Name of person filing:
This Amendment No. 5 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 Company's 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. |
| (b) | Address or principal business office or, if none, residence:
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. |
| (c) | Citizenship:
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. |
| (d) | Title of class of securities:
Common Stock, par value $0.01 |
| (e) | CUSIP No.:
92719W108 |
| Item 3. | 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: |
| (a) |  Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | 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) | 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) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
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| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership |
| (a) | Amount beneficially owned:
In the aggregate, the Reporting Persons beneficially own 964,571 shares of Common Stock, of which 654,797 shares of Common Stock are directly held by Sun Cardinal, 309,239 shares of Common Stock are directly held by SCSF Cardinal and 535 shares of Common Stock are 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. |
| (b) | Percent of class:
In the aggregate, the Reporting Persons beneficially own 964,571 shares of the Common Stock, or approximately 7.5% of the total number of shares outstanding, by virtue of the 654,797 shares of Common Stock directly held by Sun Cardinal, the 309,239 shares of Common Stock directly held by SCSF Cardinal and the 535 shares of Common Stock directly held by SK Financial.
All percentages calculated in this Schedule 13G/A are based upon an aggregate of 12,846,578 shares of Common Stock outstanding as of May 30, 2025 as disclosed in the Company's Quarterly Report on Form 10-Q filed with the Commission on June 17, 2025. |
| (c) | Number of shares as to which the person has:
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| | (i) Sole power to vote or to direct the vote:
See Item 5 on the cover pages hereto.
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| | (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.
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| Item 5. | Ownership of 5 Percent or Less of a Class. |
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| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. |
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Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
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Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. |
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Not Applicable
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| Item 9. | Notice of Dissolution of Group. |
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Not Applicable
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Rule 13d-1(d)