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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Employee Stock Option (right to buy) | $ 20 | 10/02/2015 | D | 28,518 (1) | (2) | 11/21/2023 | Common Stock | 28,518 | (1) | 86,636 | D | ||||
Employee Stock Option (right to buy) | $ 33.95 | 10/02/2015 | D | 34,214 (1) | (3) | 11/21/2024 | Common Stock | 34,214 | (1) | 52,422 | D | ||||
Employee Stock Option (right to buy) | $ 3.6 | 10/02/2015 | A | 62,732 (1) | (4) | 10/02/2025 | Common Stock | 62,732 | (1) | 115,154 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Sizemore Michele C/O VINCE HOLDING CORP. 500 5TH AVE., 20TH FLOOR NEW YORK, NY 10110 |
See Remarks |
/s/ Nicholas Rubino, by power of attorney | 10/06/2015 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | On October 2, 2015, Vince Holding Corp. (the "Company") cancelled, pursuant to the terms of its option exchange program, an option to receive 28,518 shares of the Company's common stock (the "2013 Options") previously granted to the reporting person on November 21, 2013 (the "2013 Grant Date") and an option to receive 34,214 shares of the Company's common stock (the "2014 Options") previously granted to the reporting person on November 21, 2014 (the "2014 Grant Ddate"). In exchange, on the same date (the "New Grant Date"), the reporting person was granted a replacement option to receive 62,732 shares of the Company's common stock (the "Replacement Options") with an exercise price of $3.60 per share. |
(2) | Prior to cancellation, 33.3% of the 2013 Options had vested on November 21, 2014 and remained unexercised and the remainder of the 2013 Options were scheduled to vest on the second and third anniversaries of the 2013 Grant Date in equal installments. |
(3) | Prior to cancellation, the 2014 Options were scheduled to vest over the course of four years from the 2014 Grant Date, with 25% of the 2014 Options vesting on each of the first, second, third and fourth anniversaries of the 2014 Grant Date. |
(4) | The Replacement Options vest over the course of four years from the New Grant Date, with 25% of the Replacement Options vesting on each of the first, second, third and fourth anniversaries of the New Grant Date. |
Remarks: Senior Vice President - Operations. Exhibit 24 - Power of Attorney |