SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* SCSF Cardinal, LLC (Last) (First) (Middle) C/O SUN CAPITAL PARTNERS, INC. 5200 TOWN CIRCLE CENTER, SUITE 600 (Street) BOCA RATON FL 33486 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 11/21/2013	3. Issuer Name and Ticker or Trading Symbol Apparel Holding Corp. [ VNCE ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Voting Common Stock, par value $0.001	229,731.73(1)	I	See Footnotes(2)(3)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* SCSF Cardinal, LLC (Last) (First) (Middle) C/O SUN CAPITAL PARTNERS, INC. 5200 TOWN CIRCLE CENTER, SUITE 600 (Street) BOCA RATON FL 33486 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Sun Capital Securities Offshore Fund, Ltd. (Last) (First) (Middle) C/O SUN CAPITAL PARTNERS, INC. 5200 TOWN CIRCLE CENTER, SUITE 600 (Street) BOCA RATON FL 33486 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* SUN CAPITAL SECURITIES FUND, LP (Last) (First) (Middle) C/O SUN CAPITAL PARTNERS, INC. 5200 TOWN CIRCLE CENTER, SUITE 600 (Street) BOCA RATON FL 33486 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Sun Capital Securities, LLC (Last) (First) (Middle) C/O SUN CAPITAL PARTNERS, INC. 5200 TOWN CIRCLE CENTER, SUITE 600 (Street) BOCA RATON FL 33486 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Sun Capital Securities Advisors, LP (Last) (First) (Middle) C/O SUN CAPITAL PARTNERS, INC. 5200 TOWN CIRCLE CENTER, SUITE 600 (Street) BOCA RATON FL 33486 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. Pursaunt to the Amended and Restated Certificate of Incorporation of Apparel Holding Corp. (to be renamed Vince Holding Corp., the "Company") to be filed immediately prior to the consummation of the Company's initial public offering, each share of voting common stock, par value $0.001 per share, will be converted into 28.5177 shares of common stock, par value $0.01 per share.

2. Represents voting common stock owned of record by SCSF Cardinal, LLC ("SCSF Cardinal").

3. SCSF Cardinal is jointly owned by Sun Capital Securities Offshore Fund, Ltd. ("SCSF Offshore") and Sun Capital Securities Fund, L.P. ("SCSF LP"). Sun Cardinal Securities, LLC ("SCSF LLC") is the general parter of Sun Capital Securities Advisors, L.P. ("SCSF Advisors"), which is in turn the general partner of SCSF LP. As a result, SCSF LLC, SCSF Advisors, SCSF LP and SCSF Offshore (collectively, the "Indirect Sun Owners") may be deemed to have indirect beneficial ownership of the securities owned of record by SCSFCardinal. Each Indirect Sun Owner expressly disclaims beneficial ownership of any securities in which they do not have a pecuniary interest.

Remarks:

Exhibit List Exhibit 24.1 - Power of Attorney - SCSF Cardinal, LLC Exhibit 24.2 - Power of Attorney - Sun Capital Securities Offshore Fund, Ltd. Exhibit 24.3 - Power of Attorney - Sun Capital Securities Fund, LP Exhibit 24.4 - Sun Capital Securities, LLC Exhibit 24.5 - Sun Capital Securities Advisors, LP

	/s/ Michael J. McConvery, Vice Pres. & Asst. Sec., Sun Capital Advisors V, L.P., Gen. Partner for Sun Capital Sun Capital Securities Mgmt. LP, Investment Manager for Sun Capital Securities, LLC, Gen. Partner for Sun Capital Securities Offshore Fund, Ltd.	11/21/2013
	/s/ Melissa Klafter, Vice Pres.-Fund Controller and Asst.Treas.,Sun Capital Advisors V, L.P.,Gen.Ptnr. for Sun Capital Sun Capital Securities Mgmt.LP,Investment Mngr.for Sun Capital Securities,LLC,Gen.Ptnr. for Sun Capital Securities Offshore Fund, Ltd.	11/21/2013
	/s/ Michael J. McConvery, Vice President & Assistant Secretary, Sun Capital Securities Advisors, LP, General Partner for Sun Capital Securities, LLC, General Partner for Sun Capital Securities Fund, LP	11/21/2013
	/s/ Michael J. McConvery, Vice President & Assistant Secretary, Sun Capital Securities, LLC, General Partner for Sun Capital Securities Advisors, LP	11/21/2013
	/s/ Michael J. McConvery, Vice President & Assistant Secretary, Sun Capital Securities, LLC	11/21/2013
	/s/ Michael J. McConvery, Vice President & Assistant Secretary, SCSF Cardinal, LLC	11/21/2013
	** Signature of Reporting Person	Date
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