Vince Holding Corp.

500 5th Avenue-20th Floor

New York, New York 10110

September 17, 2021

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

 

Re:

Vince Holding Corp.

 

Registration Statement on Form S-3

File No. 333-259412

Ladies and Gentlemen:

Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, the undersigned, on behalf of Vince Holding Corp., respectfully requests that the effective date of the Registration Statement on Form S-3 referred to above be accelerated so that it will become effective at 4:00 P.M. Eastern Time on September 21, 2021, or as soon as practicable thereafter.

If you have any questions or require additional information, please contact Ben A. Stacke, Esq. of Faegre Drinker Biddle & Reath LLP at (612) 766-6836. Thank you for your assistance and cooperation in this matter.

 

 

cc:	David Stefko, Executive Vice President, Chief Financial Officer, Vince Holding Corp.

Ben A. Stacke, Esq., Faegre Drinker Biddle & Reath LLP

Brandon Bortner, Esq., Paul Hastings LLP