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* Sun 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	689,193.18(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* Sun 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 PARTNERS V 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 PARTNERS V, 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 Advisors V, L.P. (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 Sun Cardinal, LLC ("Sun Cardinal").

3. Sun Captial Partners V, L.P. ("SCP V") owns all of the ownership interests in Sun Cardinal. Sun Capital Partners V, Ltd. is the general partner of Sun Capital Advisors V, L.P., which is the general partner of SCP V. As a result, SCP V, Sun Capital Partners V, Ltd. and Sun Capital Advisors V, L.P. (collectively, the "Indirect Sun Owners") may be deemed to have indirect beneficial ownership of the securities owned by Sun Cardinal. 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 - Sun Cardinal, LLC Exhibit 24.2 - Power of Attorney - Sun Capital Partners V, L.P. Exhibit 24.3 - Power of Attorney - Sun Capital Advisors V, L.P. Exhibit 24.4 - Power of Attorney - Sun Capital Partners V, Ltd.

	/s/ Michael J. McConvery, Vice President & Assistant Secretary, Sun Capital Advisors V, L.P., General Partner for Sun Capital Partners V, Ltd., General Partner for Sun Capital Partners V, L.P.	11/21/2013
	/s/ Michael J. McConvery, Vice President & Assistant Secretary, Sun Capital Partners V, Ltd., General Partner for Sun Capital Advisors V, L.P._	11/21/2013
	/s/ Michael J. McConvery, Vice President & Assistant Secretary for Sun Capital Partners V, Ltd.	11/21/2013
	/s/ Michael J. McConvery, Vice President & Assistant Secretary for Sun Cardinal, LLC	11/21/2013
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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