<SEC-DOCUMENT>0001209191-15-029391.txt : 20150325
<SEC-HEADER>0001209191-15-029391.hdr.sgml : 20150325
<ACCEPTANCE-DATETIME>20150325212805
ACCESSION NUMBER:		0001209191-15-029391
CONFORMED SUBMISSION TYPE:	3
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20150323
FILED AS OF DATE:		20150325
DATE AS OF CHANGE:		20150325

ISSUER:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			VINCE HOLDING CORP.
		CENTRAL INDEX KEY:			0001579157
		STANDARD INDUSTRIAL CLASSIFICATION:	RETAIL-APPAREL & ACCESSORY STORES [5600]
		IRS NUMBER:				753264870
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			0202

	BUSINESS ADDRESS:	
		STREET 1:		500 FIFTH AVENUE
		STREET 2:		20TH FLOOR
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10110
		BUSINESS PHONE:		212-515-2600

	MAIL ADDRESS:	
		STREET 1:		500 FIFTH AVENUE
		STREET 2:		20TH FLOOR
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10110

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	Apparel Holding Corp.
		DATE OF NAME CHANGE:	20130626

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	Kellwood Holding Corp.
		DATE OF NAME CHANGE:	20130612

REPORTING-OWNER:	

	OWNER DATA:	
		COMPANY CONFORMED NAME:			SK FINANCIAL SERVICES, LLC
		CENTRAL INDEX KEY:			0001637693
		STATE OF INCORPORATION:			FL
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		3
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-36212
		FILM NUMBER:		15726014

	BUSINESS ADDRESS:	
		STREET 1:		5200 TOWN CENTER CIRCLE
		STREET 2:		SUITE 600
		CITY:			BOCA RATON
		STATE:			FL
		ZIP:			33486
		BUSINESS PHONE:		561-394-0550

	MAIL ADDRESS:	
		STREET 1:		5200 TOWN CENTER CIRCLE
		STREET 2:		SUITE 600
		CITY:			BOCA RATON
		STATE:			FL
		ZIP:			33486
</SEC-HEADER>
<DOCUMENT>
<TYPE>3
<SEQUENCE>1
<FILENAME>doc3.xml
<DESCRIPTION>FORM 3 SUBMISSION
<TEXT>
<XML>
<?xml version="1.0"?>
<ownershipDocument>

    <schemaVersion>X0206</schemaVersion>

    <documentType>3</documentType>

    <periodOfReport>2015-03-23</periodOfReport>

    <noSecuritiesOwned>0</noSecuritiesOwned>

    <issuer>
        <issuerCik>0001579157</issuerCik>
        <issuerName>VINCE HOLDING CORP.</issuerName>
        <issuerTradingSymbol>VNCE</issuerTradingSymbol>
    </issuer>

    <reportingOwner>
        <reportingOwnerId>
            <rptOwnerCik>0001637693</rptOwnerCik>
            <rptOwnerName>SK FINANCIAL SERVICES, LLC</rptOwnerName>
        </reportingOwnerId>
        <reportingOwnerAddress>
            <rptOwnerStreet1>C/O SUN CAPITAL PARTNERS, INC.</rptOwnerStreet1>
            <rptOwnerStreet2>5200 TOWN CIRCLE CENTER, SUITE 600</rptOwnerStreet2>
            <rptOwnerCity>BOCA RATON</rptOwnerCity>
            <rptOwnerState>FL</rptOwnerState>
            <rptOwnerZipCode>33486</rptOwnerZipCode>
            <rptOwnerStateDescription></rptOwnerStateDescription>
        </reportingOwnerAddress>
        <reportingOwnerRelationship>
            <isDirector>0</isDirector>
            <isOfficer>0</isOfficer>
            <isTenPercentOwner>1</isTenPercentOwner>
            <isOther>0</isOther>
        </reportingOwnerRelationship>
    </reportingOwner>

    <nonDerivativeTable>
        <nonDerivativeHolding>
            <securityTitle>
                <value>Common Stock, par value $0.001</value>
            </securityTitle>
            <postTransactionAmounts>
                <sharesOwnedFollowingTransaction>
                    <value>89879</value>
                </sharesOwnedFollowingTransaction>
            </postTransactionAmounts>
            <ownershipNature>
                <directOrIndirectOwnership>
                    <value>D</value>
                </directOrIndirectOwnership>
            </ownershipNature>
        </nonDerivativeHolding>
    </nonDerivativeTable>

    <footnotes></footnotes>

    <remarks>The reporting person is a member of a &quot;group&quot; with the following persons: (i) SCSF Cardinal, LLC (&quot;SCSF Cardinal&quot;); (ii) Sun Capital Securities Offshore Fund, Ltd. (&quot;SCSF Offshore&quot;); (iii) Sun Capital Securities Fund, L.P. (&quot;SCSF LP&quot;); (iv) Sun Capital Securities, LLC (&quot;SCSF LLC&quot;); (v) Sun Capital Securities Advisors, L.P. (&quot;SCSF Advisors&quot;); (vi) Sun Cardinal, LLC (&quot;Sun Cardinal&quot;); (vii) Sun Capital Partners V, L.P. (&quot;SCP V&quot;); (viii) Sun Capital Partners V, Ltd. (&quot;SCP V Ltd.&quot;); (ix) Sun Capital Advisors V, L.P. (&quot;Sun Capital Advisors&quot;); (x) Mr. Marc J. Leder; and (xi) Mr. Rodger R. Krause.
The reporting person is jointly owned by SCSF Offshore, SCP V and SCSF LP.  SCSF Cardinal is jointly owned by SCSF Offshore and SCSF LP.  Sun Cardinal is owned by SCP V.  SCSF LLC is the general partner of SCSF Advisors, which is in turn the general partner of SCSF LP.  Each of Messrs. Leder and Krouse also controls, through his revocable trust, 50% of the membership interest in SCSF LLC.  SCP V Ltd. is the general partner of Sun Capital Advisors, which is the general partner of SCP V.   Through a revocable trust, each of Messrs. Marc J. Leder and Rodger R. Krouse owns fifty percent (50%) of SCP V Ltd.  The Form 3's for such other entities are filed separately.

Exhibit List
	Exhibit 24.1 - Power of Attorney - SK Financial Services, LLC</remarks>

    <ownerSignature>
        <signatureName>/s/ Michael J. McConvery, Vice President &amp; Assistant Secretary for SK Financial Services, LLC</signatureName>
        <signatureDate>2015-03-25</signatureDate>
    </ownerSignature>
</ownershipDocument>
</XML>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-24
<SEQUENCE>2
<FILENAME>attachment1.htm
<DESCRIPTION>EX-24 DOCUMENT
<TEXT>
<HTML>
<HEAD>
</HEAD>
<BODY>
<PRE>


                                 March 25, 2015

                               POWER OF ATTORNEY

        KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and
appoints each of C. Deryl Couch and Todd Buchman, signing singly, the
undersigned's true and lawful attorney-in-fact to: (i) execute for and on behalf
of the undersigned, in the undersigned's capacity as an officer and/or director
and/or owner of greater than 10% of the outstanding Common Stock of Vince
Holding Corp., a Delaware corporation, the "Company", Forms 3, 4 and 5
(including any amendments, supplements or exhibits thereto) in accordance with
Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder;
(ii) do and perform any and all acts for and on behalf of the undersigned which
may be necessary or desirable to complete and execute any such Form 3, 4 or 5
(including any amendments, supplements or exhibits thereto) and timely file such
forms with the United States Securities and Exchange Commission and any stock
exchange or similar authority, including the New York Stock Exchange; and (iii)
take any other action of any type whatsoever in connection with the foregoing
which, in the opinion of such attorney-in- fact, may be of benefit to, in the
best interest of, or legally required by, the undersigned, it being understood
that the documents executed by such attorney-in-fact on behalf of the
undersigned pursuant to this Power of Attorney shall be in such form and shall
contain such terms and conditions as such attorney-in-fact may approve in such
attorney-in- fact's discretion.

        The undersigned hereby grants to each such attorney-in-fact full power
and authority to do and perform any and every act and thing whatsoever
requisite, necessary or proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall
lawfully do or cause to be done by virtue of this power of attorney and the
rights and powers herein granted. The undersigned acknowledges that the
foregoing attorneys-in-fact, in serving in such capacity at the request of the
undersigned, are not assuming, nor is the Company assuming, any of the
undersigned's responsibilities to comply with Section 16 of the Securities
Exchange Act of 1934.

        This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file reports or schedules under Section 16
of the Securities Exchange Act of 1934 with respect to the undersigned's
holdings of and transactions in securities issued by the Company, unless earlier
revoked by the undersigned in a signed writing delivered to the foregoing
attorneys-in-fact.

         IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of date first written above.

                 SK Financial Services, LLC

                 By: /s/ Michael J. McConvery
                     ----------------------------
                 Name: Michael J. McConvery
                 Its:  Vice President and Assistant Secretary



</PRE>
</BODY>
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</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
