SEC FORM 3

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^*

OKUMA AKIKO

(Last)

(First)

(Middle)

C/O VINCE HOLDING CORP.

500 FIFTH AVENUE, 20TH FLOOR

(Street)

NEW YORK

10110

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/05/2021

3. Issuer Name and Ticker or Trading Symbol
VINCE HOLDING CORP. [ VNCE ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	General Counsel & Secretary

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	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)
Restricted Stock Units	2,946⁽¹⁾	D
Restricted Stock Units	3,664⁽²⁾	D
Restricted Stock Units	3,214⁽³⁾	D

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)

Explanation of Responses:

1. These shares represent restricted stock units that were granted to the Reporting Person on April 12, 2018 under the Amended and Restated 2013 Omnibus Incentive Plan of Vince Holding Corp. ("VHC"). These restricted stock units vest over a four-year period, and 25% vested and converted into an equal number of shares of common stock of VHC on April 19, 2019 and 25% vested and converted into an equal number of shares of common stock of VHC on April 17, 2020. The remaining restricted stock units will convert into shares of common stock of VHC on a one-for-one basis and are solely settled in common stock upon vesting, with 25% vesting on April 16, 2021 and 25% vesting on April 15, 2022, in each case subject to the Reporting Person's continued employment with VHC through each such vesting date.

2. These shares represent restricted stock units that were granted to the Reporting Person on May 25, 2018 under the Amended and Restated 2013 Omnibus Incentive Plan of Vince Holding Corp. These restricted stock units vest over a four-year period, and 10% vested and converted into an equal number of shares of common stock of VHC on April 19, 2019 and 20% vested and converted into an equal number of shares of common stock of VHC on April 17, 2020. The remaining restricted stock units will convert into shares of common stock of VHC on a one-for-one basis and are solely settled in common stock upon vesting, with 25% vesting on April 16, 2021 and 45% vesting on April 15, 2022, in each case subject to the Reporting Person's continued employment with VHC through each such vesting date.

3. These shares represent restricted stock units that were granted to the Reporting Person on April 12, 2019 under the Amended and Restated 2013 Omnibus Incentive Plan of Vince Holding Corp. These restricted stock units vest over a four-year period, and 25% vested and converted into an equal number of shares of common stock of VHC on the first anniversary of the grant date and 25% vested and converted into an equal number of shares of common stock of VHC on the second anniversary of the grant date. The remaining restricted stock units will convert into shares of common stock of VHC on a one-for-one basis and are solely settled in common stock upon vesting, with 25% vesting on the third anniversary of the grant date and 25% vesting on fourth anniversary of the grant date, in each case subject to the Reporting Person's continued employment with VHC through each such vesting date.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Akiko Okuma	04/15/2021
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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