<SEC-DOCUMENT>0000899243-16-013864.txt : 20160219
<SEC-HEADER>0000899243-16-013864.hdr.sgml : 20160219
<ACCEPTANCE-DATETIME>20160219170034
ACCESSION NUMBER:		0000899243-16-013864
CONFORMED SUBMISSION TYPE:	3
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20160211
FILED AS OF DATE:		20160219
DATE AS OF CHANGE:		20160219

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:			Adeli Katayone
		CENTRAL INDEX KEY:			0001666570

	FILING VALUES:
		FORM TYPE:		3
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-36212
		FILM NUMBER:		161442585

	MAIL ADDRESS:	
		STREET 1:		900 N CAHUENGA BLVD
		CITY:			LOS ANGELES
		STATE:			CA
		ZIP:			90038
</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>2016-02-11</periodOfReport>

    <noSecuritiesOwned>0</noSecuritiesOwned>

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

    <reportingOwner>
        <reportingOwnerId>
            <rptOwnerCik>0001666570</rptOwnerCik>
            <rptOwnerName>Adeli Katayone</rptOwnerName>
        </reportingOwnerId>
        <reportingOwnerAddress>
            <rptOwnerStreet1>C/O VINCE HOLDING CORP.</rptOwnerStreet1>
            <rptOwnerStreet2>500 5TH AVE., 20TH FLOOR</rptOwnerStreet2>
            <rptOwnerCity>NEW YORK</rptOwnerCity>
            <rptOwnerState>NY</rptOwnerState>
            <rptOwnerZipCode>10110</rptOwnerZipCode>
            <rptOwnerStateDescription></rptOwnerStateDescription>
        </reportingOwnerAddress>
        <reportingOwnerRelationship>
            <isDirector>0</isDirector>
            <isOfficer>1</isOfficer>
            <isTenPercentOwner>0</isTenPercentOwner>
            <isOther>0</isOther>
            <officerTitle>Artistic Director</officerTitle>
        </reportingOwnerRelationship>
    </reportingOwner>

    <derivativeTable>
        <derivativeHolding>
            <securityTitle>
                <value>Employee Stock Option (right to buy)</value>
            </securityTitle>
            <conversionOrExercisePrice>
                <value>4.07</value>
            </conversionOrExercisePrice>
            <exerciseDate>
                <footnoteId id="F1"/>
            </exerciseDate>
            <expirationDate>
                <value>2026-01-25</value>
            </expirationDate>
            <underlyingSecurity>
                <underlyingSecurityTitle>
                    <value>Common Stock</value>
                </underlyingSecurityTitle>
                <underlyingSecurityShares>
                    <value>150000</value>
                </underlyingSecurityShares>
            </underlyingSecurity>
            <ownershipNature>
                <directOrIndirectOwnership>
                    <value>D</value>
                </directOrIndirectOwnership>
            </ownershipNature>
        </derivativeHolding>
    </derivativeTable>

    <footnotes>
        <footnote id="F1">The options were granted on January 25, 2016 pursuant to the Vince 2013 Omnibus Incentive Plan.  Such options shall vest over the course of four years, with 25% of the options granted to the Reporting Person vesting on each of the first, second, third and fourth anniversaries of the grant date, in each case subject to the Reporting Person's continued employment with Vince Holding Corp. (the &quot;Company&quot;) through each such vesting date.  The Reporting Person was designated by the board of directors of the Company as an executive officer for purposes of Section 16 under the Securities Exchange Act of 1934, as amended, on February 11, 2016.</footnote>
    </footnotes>

    <remarks>Exhibit 24 Power of Attorney</remarks>

    <ownerSignature>
        <signatureName>/s/ Akiko Okuma, by power of attorney</signatureName>
        <signatureDate>2016-02-17</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>
                                                                      Exhibit 24

                                January 26, 2015

                               POWER OF ATTORNEY

      KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and
appoints each of Chief Financial Officer, General Counsel and Associate General
Counsel, 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, 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.

               [The remainder of page intentionally left blank.]

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


                                             /s/ Katayone Adeli
                                            -----------------------------
                                            Print Name: Katayone Adeli

                  Section 16 Power of Attorney Signature Page

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