1441 Broadway—6th

500 5th Avenue—20th Floor

New York, New York 1001810110

(Address of principal executive offices) (Zip code)

(212) 515-2600

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes   ¨☐     No   x☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.    Yes   ¨☐     No   x☒

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes   x☒     No   ¨☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes   x☒     No   ¨☐

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation of S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.     ¨☒

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”filer,” “smaller reporting company,” and “smaller reporting“emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☒

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes   ¨☐     No   x☒

AsThe aggregate market value of August 2, 2013,the registrant’s Common Stock held by non-affiliates as of July 30, 2016, the last business day of the Registrant’sregistrant’s most recently completed second fiscal quarter, which ended August 3, 2013,was approximately $102.4 million based on a closing price per share of $5.00 as reported on the Registrant’s common stock was not publicly traded.

New York Stock Exchange on July 29, 2016. As of March 28, 2014,31, 2017, there were 36,723,72749,427,606 shares of the registrant’s Common Stock outstanding.

Portions of the registrant’s definitive proxy statement to be filed with the Securities and Exchange Commission in connection with the registrant’s 2017 annual meeting of stockholders are incorporated by reference into Part III of this Annual Report on Form 10-K.

Table of Contents

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INTRODUCTORY NOTE

On November 27, 2013, Vince Holding Corp. (“VHC” or the “Company”) completed, previously known as Apparel Holding Corp., closed an initial public offering (the “IPO”(“IPO”) of 11,500,000 shares of VHCits common stock atand completed a public offering priceseries of $20.00 per share, including 1,500,000 shares of VHC common stock sold by certain stockholders of VHC. As a result ofrestructuring transactions (the “Restructuring Transactions”) through which Kellwood Holding, LLC acquired the IPO, VHC received net proceeds of $177 million, after deducting underwriting discounts, commissions and estimated offering expenses. The Company retained approximately $5 million of such proceeds for general corporate purposes and used the remaining net proceeds, together with net borrowings under its new term loan facility to repay a promissory note (the “Kellwood Note Receivable”) issued tonon-Vince businesses, which included Kellwood Company, LLC (“Kellwood Company” or “Kellwood”) in connection, from the Company. The Company continues to own and operate the Vince business, which includes Vince, LLC.

On November 18, 2016, Kellwood Intermediate Holding, LLC and Kellwood Company, LLC entered into a Unit Purchase Agreement with Sino Acquisition, LLC (the “Kellwood Purchaser”) whereby the Restructuring Transactions (as defined herein) which occurred immediately priorKellwood Purchaser agreed to purchase all of the outstanding equity interests of Kellwood Company, LLC. Prior to the consummation of the IPO. Proceeds from the repayment of theclosing, Kellwood Note Receivable were usedIntermediate Holding, LLC and Kellwood Company, LLC conducted a pre-closing reorganization pursuant to repay or dischargewhich certain existing debtassets of Kellwood Company.Company, LLC were distributed to a newly formed subsidiary of Kellwood Intermediate Holding, LLC, St. Louis Transition, LLC (“St. Louis, LLC”). The transaction closed on December 21, 2016 (the “Kellwood Sale”). St. Louis, LLC is anticipated to be wound down by or around December 2017.

Prior to the IPO and the Restructuring Transactions, VHC was a diversified apparel company operating a broad portfolio of fashion brands, which included the Vince business. As a result of the IPO and Restructuring Transactions, the non-Vince businesses were separated from the Vince business, and the stockholders immediately prior to the consummation of the Restructuring Transactions (the “Pre-IPO Stockholders”) (through their ownership of Kellwood Holding, LLC) retained the full ownership and control of the non-Vince businesses. The Vince business is now the sole operating business of Vince Holding Corp., with the Pre-IPO stockholders retaining approximately a 68% ownership. Historical financial information for the non-Vince businesses has been presented as a component of discontinued operations, until the businesses were separated on November 27, 2013, in this annual report on Form 10-K and our Consolidated Financial Statements and related notes included herein.

DISCLOSURES REGARDING FORWARD LOOKINGFORWARD-LOOKING STATEMENTS

This annual reportAnnual Report on Form 10-K, and any statements incorporated by reference herein, contains forward-looking statements under the Private Securities Litigation Reform Act of 1995. SuchForward-looking statements often includeare indicated by words or phrases such as “may,” “will,” “should,” “believe,” “expect,” “seek,” “anticipate,” “intend,” “estimate,” “plan,” “target,” “project,” “forecast,” “envision” and other similar phrases. Although we believe the assumptions and expectations reflected in these forward-looking statements are reasonable, these assumptions and expectations may not prove to be correct and we may not achieve the financial results or benefits anticipated. These forward-looking statements are not guarantees of actual results. Ourresults, and our actual results may differ materially from those suggested in the forward-looking statements. These forward-looking statements involve a number of risks and uncertainties, some of which are beyond our control, including, without limitation: our ability to maintain adequate cash flow from operations or availability under our revolving credit facility to meet our liquidity needs (including our obligations under the Tax Receivable Agreement with the Pre-IPO Stockholders); our ability to continue as a going concern; our ability to successfully operate the newly implemented systems, processes and functions recently transitioned from Kellwood Company; our ability to remediate the identified material weaknesses in our internal control over financial reporting; our ability to ensure the proper operation of the distribution facility by a third-party logistics provider recently transitioned from Kellwood; our ability to remain competitive in the areas of merchandise quality, price, breadth of selection and customer service; our ability to anticipate and/or react to changes in customer demand and attract new customers;customers, including in connection with making inventory commitments; our ability to control the level of sales in the off-price channels; our ability to manage excess inventory in a way that will promote the long-term health of the brand; changes in consumer confidence and spending; our ability to maintain projected profit margins; unusual, unpredictable and/or severe weather conditions; the execution and management of our retail store growth plans, including the availability and cost of acceptable real estate locations for new store openings; the execution and management of our international expansion, including our ability to promote our brand and merchandise outside the U.S. and find suitable partners in certain geographies,geographies; our ability to expand our product offerings into new product categories, including the ability to find suitable licensing partners; our ability to successfully implement our marketing initiatives; our ability to protect our trademarks in the U.S. and internationally; our ability to maintain the security of electronic and other confidential information; serious disruptions and catastrophic events; changes in global economies and credit and financial markets; competition; our ability to attract and retain key personnel; commodity, raw material and other cost increases; compliance with domestic and international laws, regulations and orders; changes in laws and regulations; outcomes of litigation and proceedings and the availability of insurance, indemnification and other third-party coverage of any losses suffered in connection therewith; tax mattersmatters; and other factors as set forth from time to time in our Securities and Exchange Commission filings, including those described in this annual reportAnnual Report on Form 10-K under “Item 1A—Risk Factors.” We intend these forward-looking statements to speak only as of the time of this annual reportAnnual Report on Form 10-K and do not undertake to update or revise them as more information becomes available.

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PartPART I

ITEM 1. BUSINESS.

For purposes of sectionthis Annual Report on Form 10-K, “Vince,” the “Company,” “we,” “us,” and “our,” refer to Vince Holding.Holding Corp. (“VHC”) and ourits wholly owned subsidiaries, including Vince Intermediate Holding, LLC and Vince, LLC. References to “Kellwood” refer, as applicable, to Kellwood Holding, LLC and its consolidated subsidiaries (including Kellwood Company, LLC) or the operations of the non-Vince businesses after giving effect to the Restructuring Transactions.Transactions and prior to the Kellwood Sale.

Overview

Established in 2002, Vince is a prominent, high-growth contemporary fashionglobal luxury brand best known for utilizing luxe fabrications and innovative techniques to create a product assortment that combines urban utility and modern effortless stylestyle. From its edited core collection of ultra-soft cashmere knits and everyday luxury essentials. Founded in 2002,cotton tees, Vince has generated strong sales momentum over the last decade. We believe that we will achieve continued success by expanding our product assortmentevolved into a global lifestyle brand and destination for both women’s and men’s apparel and accessories. Vince products are sold in prestige distribution through premier wholesale partners in the U.S. and select international markets, as well as in our own branded retailworldwide, including approximately 2,300 distribution locations and on our e-commerce platform.across more than 40 countries. We have a small number of wholesale partners who account for a significant portion of our net sales. Net sales to the full-price, off-price and e-commerce operations of our fourthree largest wholesale partners were 53%45%, 43% and 49% of our total revenue for fiscal 20132016, fiscal 2015 and 55% of our total revenue for fiscal 2012. Of these2014, respectively. These partners each ofinclude Nordstrom, Saks Fifth AvenueInc., Hudson’s Bay Company and Neiman Marcus accountedGroup LTD, each accounting for more than 10% of our total revenue for fiscal 20132016, fiscal 2015 and fiscal 2012.2014. We design our products in the U.S. and source the vast majority of our products from contract manufacturers outside the U.S., primarily in Asia and South America.Asia.

We serve our customers through a variety of channels that reinforce the Vince brand image. Our diversified channel strategy allows us to introduce our products to customers through multiple distribution points that are reported in two segments: wholesale and direct-to-consumer. Our wholesale segment is comprised of sales to premiermajor department stores and specialty stores in the U.S. and in select international markets, with U.S. wholesale representing 71%51%, 56% and 67% of our fiscal 2013 sales. We believe that2016, fiscal 2015 and fiscal 2014 net sales, respectively, and the total wholesale segment representing 63%, 67% and 76% of our successsales in for the U.S.same periods. International wholesale channelrepresented 10%, 10% and our strong relationships with premier wholesale partners provide opportunities for continued growth. These growth initiatives include creating enhanced product assortments and brand extensions through both in-house development activities and licensing arrangements, as well as continuing the build-out of branded shop-in-shops in select wholesale partner locations. We also believe international wholesale, which represented 8%9% of net sales for fiscal 2013, presents a significant growth opportunity as2016, fiscal 2015 and fiscal 2014, respectively. Our wholesale segment also includes our licensing business related to our licensing arrangement for our women’s and men’s footwear.

Our direct-to-consumer segment includes our company-operated retail and outlet stores and our e-commerce business. During fiscal 2016, we strengthen our presence in existing geographies and introduce Vince inopened six new markets globally.

In 2008, we initiated a direct-to-consumer strategy with the opening of our firstfull-price retail store.stores. As of February 1, 2014,January 28, 2017, we operated 2854 stores, which consistconsisting of 2240 company-operated full-price retail stores and six14 company-operated outlet locations. Based on a combination of third-party analyses and internal projections, we believe that the U.S. market can currently support at least 100 free-standing Vince store locations. The direct-to-consumer segment also includes our e-commerce website,www.vince.com, which was launched in 2008.. The direct-to-consumer segment accounted for 21%37%, 33% and 24% of fiscal 20132016, fiscal 2015 and fiscal 2014 net sales, and we expect sales from this channel to grow as we drive productivity in existing stores, open new stores and upgrade and re-launch our website in 2014.respectively.

Vince operates on a fiscal calendar widely used by the retail industry that results in a given fiscal year consisting of a 52 or 53-week period ending on the Saturday closest to January 31 of the following year.

31.

Each of fiscal years 20132016, 2015 and 20112014 consisted of a 52-week period and fiscal year 2012 consisted of a53-weekperiod.

Vince Holding Corp., previously named Apparel Holding Corp., was incorporated in Delaware in February 2008 in connection with the acquisition of Kellwood Company by affiliates of Sun Capital Partners, Inc. (“Sun Capital”). In September 2012, Kellwood Company formed Vince, LLC and all assets constituting the Vince business were contributed to Vince, LLC at such time (the “Vince Transfer”). On November 27, 2013, Apparel Holding Corp. was renamed Vince Holding Corp. in connection with the consummation of an IPO. Certain restructuring transactions were completed in connection with the consummation of the IPO. These transactions, among other things, included Kellwood Holding, LLC acquiring the non-Vince businesses, which include Kellwood Company, LLC, from the Company. The Company has since owned and operated the Vince business, which includes Vince, LLC. The restructuring transactions separated the Vince and non-Vince businesses on November 27, 2013. Our principal executive office is located at 1441 Broadway, 6th500 5^th Avenue, 20th Floor, New York, New York 1001810110 and our telephone number is (212) 515-2600. Our corporate website address iswww.vince.com.

Initial Public Offering and Restructuring Transactions

On November 27, 2013 there was a series of transactions completed in connection with the consummation of the IPO. The following is a brief summary:

The above Restructuring Transactions separated the Vince and non-Vince businesses on November 27, 2013. Any and all debt obligations outstanding at the time of the Restructuring Transactions either remained with Kellwood Holding, LLC and its subsidiaries (i.e. the non-Vince businesses) and/or were discharged, repurchased or refinanced in connection with the consummation of the IPO. Historical financial information for the non-Vince businesses has been presented as a component of discontinued operations, until the businesses were separated on November 27, 2013 in this annual report on Form 10-K and our Consolidated Financial Statements and related notes included herein.

(including net operating losses and tax credits generated prior to the IPO and certain section 197 intangible deductions). See “Tax Receivable Agreement” under “Item 13. Certain Relationships and Related Transactions, and Director Independence” in this annual report on Form 10-K.

Brand and Products

Established in 2002, Vince is a prominent, high-growth contemporary fashionglobal luxury brand best known for itsutilizing luxe fabrications and innovative techniques to create a product assortment that combines urban utility and modern effortless style and everyday luxury essentials. The Vince brand was founded in 2002 with astyle. From its edited core collection of stylish women’sultra-soft cashmere knits and cashmere sweaters that rapidly attracted a loyal customer base drawn to the casual sophistication and luxurious feel of our products. Over the last decade,cotton tees, Vince has generated strong sales momentumevolved into a global lifestyle brand and has successfully grown to include adestination for both women’s and men’s collection in 2007, denim, leather apparel

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and outerwear lines in 2010, and women’s footwear in 2012, which was launched through a licensing partnership. The Vince brand is synonymous with a clean, timeless aesthetic, sophisticated design and superior quality. We believe these attributes have generated strong customer loyalty and allowed us to hold a distinctive position among contemporary fashion brands. We also believe that we will achieve continued success by expanding our product assortment and distributing this expanded product assortment through our premier wholesale partners in the U.S. and select international markets, as well as through our growing number of branded retail locations and on our e-commerce platform.

Since our inception in 2002, we have offered contemporary apparel with a focus on clean and authentic design and superior quality.accessories. We believe that our differentiated design aesthetic and strong attention to detail and fit allow us to maintain premium pricing, and that the combination of quality and value positions Vince as an everyday luxury brand that encourages repeat purchases among our customers. We also believe that we can expand our product assortment and distribute this expanded product assortment through our premier wholesale partners in the U.S. and select international markets, as well as through our branded retail locations and on our e-commerce platform.

Over 85% of Vince’s net sales were comprised of women’s products with particular strength in sweaters and knit tops in fiscal 2013. Our women’s linecollection includes seasonal collections of luxurious cashmere sweaters and silk blouses, leather and suede leggings and jackets, dresses, denim, pants, tanks and t-shirts, footwear and a growing assortment of outerwear. Our men’s collection includes t-shirts, knit and woven tops, sweaters, denim, pants, blazers, footwear, outerwear and stylish leather jackets.

We have identified additional brand extension opportunities, including elevating our men’s collection, expanding outerwear, women’s pants and dresses, and implementing a replenishment program for core items. In additioncontinue to apparel, we currently offer women’s footwear through a licensing arrangement and are preparing to launch men’s footwear in 2014 with the same licensing partner. We also anticipate launching children’s apparel in 2014 through a licensing partner. We are also evaluatingevaluate other brand extension opportunities through both in-house development activities andas well as through potential partnerships or licensing arrangements with third parties.

Design and Merchandising

Our product design and merchandising effortsWe are led by our President and Chief Creative Officer and a team of designers and merchandisers. Our design team is focused on developing an elevated collection of Vince apparel and accessories that buildbuilds upon the brand’s product heritage of modern, effortless style and everyday luxury essentials. The current design vision is to create a cohesive and compelling lifestyle product assortment with sophisticated head-to-toe looks for multiple wear occasions. During fiscal 2016, our product, merchandising and creative efforts were overseen by our co-founders as consultants, whose consultancy subsequently ended in February 2017. Our design efforts are supported by well-established product development and production teams and processes that allowenable us to bring new products to market quickly. We are looking to further build our merchant capabilities and believe continued collaboration between design and merchandising will ensure we respond to consumer preferences and market trends with new innovative product offerings while maintaining our core fashion foundation.

Business Segments

We serve our customers through a variety of channels that reinforce the Vince brand image. Our diversified channel strategy allows us to introduce our products to customers through multiple distribution points that are reported in two segments: wholesale and direct-to-consumer.

Wholesale Segment

Our wholesale segment is comprised of sales to premiermajor department stores and specialty stores in the U.S. and in select international markets, with U.S. wholesale representing 71%51%, 56% and 67% of net sales in fiscal 2016, fiscal 2015 and fiscal 2014, respectively and international wholesale representing 8%10%, 10% and 9% of our net sales for fiscal 2013.the same periods. Our products are currently sold in more than 40 countries. As of February 1, 2014,January 28, 2017, our products were sold to consumers through 2,300at 2,260 doors through our wholesale partners. We had 11This includes shop-in-shops, which are operated by our domestic and international wholesale partners, where we sell the merchandise to the partners on a wholesale basis and recognize revenue when goods are shipped in accordance with customer orders. The shop-in-shops are dedicated spaces within the selling floors of select domestic and international wholesale partners where Vince product is prominently displayed and sold. Vince generally provides the shop-in-shop fixtures needed to build out the spaces within the department stores operated by our wholesale partners. As of January 28, 2017, there were 55 shop-in-shops consisting of 36 shop-in-shops with our U.S. wholesale partners and 1019 shop-in-shops with our international shop-in-shops. Our productswholesale partners. We also have four international free-standing stores which are currently sold in 47 countries,owned and we have one international free standing store in Tokyo, Japan that is operated by one of ourlocal license and distribution partners.partners whereby Vince provides the merchandise to the distribution partner for sale in the free-standing store which solely sells Vince product. Our wholesale segment also includes licensing. We signed our first licensing agreementbusiness related to our licensing arrangement for our women’s and men’s footwear in fiscal 2012. Our footwear isline. The licensed products are sold in our own stores and by our licensee to select wholesale partners, and wepartners. We earn a royalty based on net sales through ourto the wholesale partners.

Direct-to-Consumer Segment

In 2008, we initiated aOur direct-to-consumer strategy with the opening ofsegment includes our firstcompany-operated retail store.and outlet stores and our e-commerce business. As of February 1, 2014,January 28, 2017, we operated 2854 stores, which consistconsisted of 2240 company-operated full-price retail stores and six14 company-operated outlet locations. The direct-to-consumer segment also includes our e-commerce website,www.vince.com, which was launched in 2008.. The direct-to-consumer segment accounted for approximately 21%37%, 33% and 24% of fiscal 20132016, fiscal 2015 and fiscal 2014 net sales, and we expect sales from this channel to grow as we drive productivity in existing stores, open new stores and upgrade and re-launch our website in 2014.respectively.

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The following table details the number of retail stores we operated for the past three fiscal years:

Marketing, Advertising and Public Relations

We use marketing, advertising and public relations as critical tools to deliver a consistent and compelling brand message.message to consumers. Our brand message and marketing is focused on showcasing our product and sophisticated style, as well as building an emotional connection with the customer. The Vince brand image is developed andstrategies are cultivated by dedicated creative, design, marketing, visual merchandising and public relations teams. These teams that, along with the Vince design team and select outside agencies, work closely together to ensure consistency of the brand message across various consumer touchpoints.

WeTo execute our marketing strategies, we engage in a wide range of direct marketing programscampaign tactics that include traditional media (direct(such as direct mail, print advertising, cooperative advertising with wholesale partners and outdoor advertising), digital media (email, web)(such as email, search and social media (Facebook, Twitter, Instagramdisplay) and Pinterest)experiential campaigns (such as events and collection previews) to drive traffic, brand awareness, conversion and ultimately sales across all channels. We believe our customers will continue to be receptive to our marketing and social media efforts, which, in management’s opinion, have presented us with a strong new marketing channel to reach existing and prospective customers. We use Facebook as the main social media hub to generate conversation about the brand through daily lifestyle posts, focusing on product launches, style tips and in-store events. Social media platforms like Instagram allow us to tell our brand story creatively by offering behind-the-scenes access to events, press reviews and the Vince showroom, as well as featuring Vince enthusiasts wearing our products. In addition, the growing number ofwe use social platforms such as Instagram, Facebook, Twitter and Pinterest to engage customers and create excitement about our brand. The visits towww.vince.com, which totaled 2.6approximately 5.4 million in fiscal 2013, representing a 50% increase from fiscal 2012, provides2016, also provide an opportunity to grow our customer base and communicate directly with our customers.

Our public relations team conducts a wide variety of press activities to reinforce the Vince brand image and create excitement around the brand. Vince apparel and footwear have appeared in the pages of major fashion magazines such asVogue, Harper’s Bazaar, Elle, W, GQ, Esquire andVanity FairWSJ. Well-known trend-setterstrend setters in entertainment and fashion are also regularly seen wearing the Vince brand.

Sourcing and Manufacturing

Vince does not own or operate any manufacturing facilities. We contract for the purchase of finished goods with manufacturers who are responsible for the entire manufacturing process, including the purchase of piece goods and trim. Although we do not have long-term written contracts with manufacturers, we have long-standing relationships with a diverse base of vendors which we believe to be mutually satisfactory. We work with over 3040 manufacturers across five countries, with 86%92% of our products produced in China in fiscal 2013.2016. For cost and control purposes, we contract with select third-party vendors in the U.S. to produce a small portion of our merchandise that includes woven pants and products manufactured with man-made fibers.

All of our garments are produced according to our specifications, and we require that all of our manufacturers adhere to strict regulatory compliance and standards of conduct. Our vendors’ factories are monitored by our production team to ensure quality control, and they are monitored by independent third-party inspectors we employ for compliance with local manufacturing standards and regulations on an annual basis. Our quality assurance staff in the U.S. and AsiaWe also monitorsmonitor our vendors’ manufacturing facilities regularly, providing technical assistance and performing in-line and final audits to ensure the highest possible quality.

Distribution FacilitiesShared Services Agreement

PursuantIn connection with the consummation of the IPO, Vince, LLC entered into a Shared Services Agreement with Kellwood Company, LLC on November 27, 2013 (the “Shared Services Agreement”) pursuant to which Kellwood would provide support services in various areas including, among other things, certain accounting functions, tax, e-commerce operations, distribution, logistics, information technology, accounts payable, credit and collections and payroll and benefits administration. Since the IPO, we had been in the process of transitioning certain functions performed by Kellwood under the Shared Services Agreement Kellwood provides distribution facilities and services in the U.S. These services include distribution, storage and fulfillment. Kellwood will continue to provide these services until such time as we elect to terminate the provision of such services in accordance with the terms of the Shared Services Agreement.end of fiscal 2016, we have completed the transition of all such functions and systems from Kellwood to our own systems or processes as well as to third-party service providers. Refer to the discussion under “Information Systems” below for further information on our transition of information technology systems and infrastructure in-house from Kellwood. See also “Item 1A. Risk Factors—We have completed the transition of certain services, which had been provided to us by Kellwood since our initial public offering, to our own systems or processes as well as external resources. If the newly implemented systems, processes and functions do not operate successfully, our business, financial condition, results of operations and cash flows could be materially harmed.” In addition, see “Shared Services Agreement” under “Item 13—Certain Relationships and Related Transactions, and Director Independence” ofNote 12 “Related Party Transactions” to the Consolidated Financial Statements in this annual reportAnnual Report on Form 10-K for additional information regardingfurther information.

In connection with the Kellwood Sale, the Shared Services Agreement.Agreement was contributed to St. Louis, LLC. St. Louis, LLC continues to provide minor transitional services relating to historical records and legacy functions, which we are in the process of

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winding down. The Shared Services Agreement will terminate automatically upon the termination of all services provided thereunder. After termination of the agreement, St. Louis, LLC will have no obligation to provide any services to us.

Distribution Facilities

As of February 1, 2014,January 28, 2017, we operated out of threetwo distribution centers, twoone located in the U.S. and one in Belgium. TheIn the U.S., we historically relied on a distribution facility operated by Kellwood in City of Industry, California as part of the Shared Services Agreement. In November 2015, we entered into a service agreement with a new third-party distribution provider in California and we completed the migration of the distribution facility from Kellwood in 2016. This primary warehouse, operated by the third-party distribution provider is located in City of Industry, California, and includes 75,000approximately 115,000 square feet dedicated to fulfilling orders for our wholesale partners, and retail locations. An adjacent warehouse spanning 22,000 square feet supports Vince’slocations and e-commerce business and offers additional capacity to support our projected growth over the next several years. Our space in both of the California warehouses utilize state-of-the-artutilizes warehouse management systems that are fully customer and vendor compliant and are completely integrated with our ERP (enterprise resource planning) and accounting systems.compliant.

The warehouse in Belgium is operated by a third-party logistics provider and supports our wholesale orders for customers located primarily in Europe. The warehouse management systems of the Belgium warehouse are integrated

with our ERP systems to provide us with near real-time visibility into our international distribution. We believe we have sufficient capacity in our domestic and international distribution facilities to support our continued growth.current and projected business.

Information Systems

Kellwood will continue to provideOur enterprise resource planning (“ERP”) system is Microsoft Dynamics AX and is cloud based and integrates with our point-of-sale (“POS”) system, e-commerce platform and other supporting systems.

Collectively, these systems replaced all systems used under the Shared Services Agreement. Since the IPO, we relied on certain systems and information technology services to us until such time as we elect to terminate provision of such services in accordance withKellwood pursuant to the terms of the Shared Services Agreement. These services includehistorically included information technology planning and administration, desktop support and help desk, our ERP system, financial applications, warehouse systems, reporting and analysis applications and our retail and e-commerce interfaces.

OurSince the IPO, we had been working on transitioning these systems and information technology services from Kellwood and as of the end of fiscal 2016, we have completed the transition of all such systems from Kellwood to our own systems. This included the implementation of our own ERP and supporting systems, POS system, was developed from a core system that is widely usedthird-party e-commerce platform, distribution applications, network infrastructure and related IT support services, and human resource payroll and recruitment systems. We no longer rely on Kellwood’s information technology services except for certain minor transitional services relating to historical records and legacy functions.

See “Shared Services Agreement,” above, Part I, Item 1A. “Risk Factors—We have completed the transition of certain services, which had been provided to us by Kellwood since our initial public offering, to our own systems or processes as well as external resources. If the newly implemented systems, processes and functions do not operate successfully, our business, financial condition, results of operations and cash flows could be materially harmed.” and Part II, Item 9A. “Controls and Procedures.” In addition, see “Shared Services Agreement” under Note 12 “Related Party Transactions” to the Consolidated Financial Statements in thethis Annual Report on form 10-K for further information.

Seasonality

The apparel and fashion industry, which we have customized to suit our inventory management and order processing requirements. We have integrated Oracle Financials with our ERP system to meet our financial reporting and accounting requirements. Additionally, we use a suite of third-party hosted retail applications integrated with our ERP system that provide us with merchandising, retail inventory management, point-of-sale systems, customer relationship management and retail accounting. Our retail applications are supported through a “Software as a Service” model, which allows for new implementations to occur quickly. Our ERP and warehouse management systems are also integrated with a hosted, third-party e-commerce platform.

Seasonality

The industry in which we operate is cyclical and, consequently, our revenues are affected by general economic conditions and the seasonal trends characteristic to the apparel and fashion industry. Purchases of apparel are sensitive to a number of factors that influence the level of consumer spending, including economic conditions and the level of disposable consumer income, consumer debt, interest rates, and consumer confidence.confidence as well as the impact from adverse weather conditions. In addition, fluctuations in sales in any fiscal quarter are affected by the timing of seasonal wholesale shipments and other events affecting direct-to-consumer sales; as such, the financial results for any particular quarter may not be indicative of results for the fiscal year.

Competition

We face strong competition in each of the product categories and markets wherein which we compete on the basis of style, quality, price and brand recognition. Some of our competitors have achieved significant recognition for their brand names or have substantially greater financial, marketing, distribution and other resources thancompared to us. However, we believe that we have established a sustainable advantage and distinct position in the current marketplace, driven by a product assortment that combines classic and fashion-forward styling, and a pricing strategy that offers customers affordableaccessible luxury. Our competitors are varied, but include Theory, Helmut Lang, Rag & Bone, James Perse, J. Crew, Michael Kors, Diane von FurstenbergJoie, and Tory Burch.J Brand, among others.

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Employees

As of February 1, 2014,January 28, 2017, we had 355597 employees, of which 213355 were employed in our company-operated retail stores. NoneExcept for six employees in France, who are covered by collective bargaining agreements pursuant to French law, none of our employees are currently covered by a collective bargaining agreement, and we believe our employee relations are good.

Trademarks and Licensing

We own theVincetrademark for the production, marketing and distribution of our products in the U.S. and internationally. We have registered the trademark domestically and have registrations on file or pending in a number of foreign jurisdictions. We intend to continue to strategically register, both domestically and internationally, trademarks that we use today and those we develop in the future. We license the domain name for

our website,www.vince.com, pursuant to a license agreement. Under this license agreement, we have an exclusive, irrevocable license to use thewww.vince.com domain name without restriction at a nominal annual cost. While we may terminate such license agreement at our discretion, the agreement does not provide for termination by the licensor. We also own unregistered copyright rights in our design marks.

Available Information

We make available free of charge on our Internet website, www.vince.com, copies of our annual reportsAnnual Reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy and information statements and all amendments to these reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as soon as reasonably practicable after filing such material electronically with, or otherwise furnishing it to, the Securities and Exchange Commission (the “SEC”). The public may read and copy these materials at the SEC's Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. The public may obtain information on the operation of the public reference room by calling the SEC at 1-800-SEC-0330. The SEC also maintains a website at www.sec.gov that contains reports, proxy and information statements and other information regarding Vince and other companies that electronically file materials with the SEC. The reference to our website address does not constitute incorporation by reference of the information contained on the website, and the information contained on the website is not part of this annual reportAnnual Report onForm 10-K.

The following risk factors should be carefully considered when evaluating our business and the forward-looking statements in this annual reportAnnual Report onForm 10-K. See “Disclosures Regarding Forward LookingForward-Looking Statements.” All amounts disclosed are in thousands except shares, per share amounts, percentages, stores and number of leases.

Risks Related to Our Business

General economic conditions inOur ability to continue to have the U.S.liquidity necessary to service our debt, meet contractual payment obligations, including under the Tax Receivable Agreement, and other parts of the world, including a continued weakening of the economy and restricted credit markets, can affect consumer confidence and consumer spending patterns.

The apparel industry has historically been subject to cyclical variations, recessions in the general economy or uncertainties regarding future economic prospects that affect consumer spending habits which could negatively impact our business overall, the carrying value of our tangible and intangible assets and specifically sales, gross margins and profitability. The success offund our operations depends on consumer spending. Consumer spending ismany factors, including our ability to generate sufficient cash flow from operations, maintain adequate availability under our Revolving Credit Facility or obtain other financing.

Our ability to timely service our indebtedness, meet contractual payment obligations and to fund our operations will depend on our ability to generate sufficient cash, either through cash flows from operations, borrowing availability under the Revolving Credit Facility or other financing. Our recent financial results have been, and our future financial results are expected to be, subject to substantial fluctuations impacted by a number of factors, including actual and perceived economic conditions affecting disposable consumer income (such as unemployment, wages, energy costs and consumer debt levels), business conditions and macroeconomic factors.

In April 2016, the Company completed a rights offering (the “Rights Offering”) whereby the Company received subscriptions and over-subscriptions from its existing stockholders for a total of 11,622,518 shares of its common stock, resulting in aggregate gross proceeds of $63,924. Simultaneous with the closing of the Rights Offering, the Company received $1,076 of gross proceeds from the related backstop investment by Sun Cardinal, LLC and SCSF Cardinal, LLC (the “Sun Investors”) and issued to the Sun Investors 195,663 shares of its common stock pursuant to the related Investment Agreement. The Company used a portion of the net proceeds received from the Rights Offering and related Investment Agreement to (1) repay the amount owed by the Company under the Tax Receivable Agreement for the tax benefit with respect to the 2014 taxable year including accrued interest, ratestotaling $22,262 (see Note 12 “Related Party Transactions” to the Consolidated Financial Statements included in this Annual Report on Form 10-K for additional details), and (2) repay all then outstanding indebtedness, totaling $20,000, under the Revolving Credit Facility. The Company intends to use the remaining net proceeds, which funds are to be held by Vince Holding Corp. until needed by its operating subsidiary, for additional strategic investments and general corporate purposes, which may include future amounts owed by the Company under the Tax Receivable Agreement. During April 2017, the Company utilized $6,241 of the funds held by Vince Holding Corp. to make a Specified Equity Contribution, as defined under the Term Loan Facility, in connection with the calculation of the Consolidated Net Total Leverage Ratio under the Term Loan as of January 28, 2017 so that the Consolidated Net Total Leverage Ratio would not

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exceed 3.25 to 1.00. Vince Holding Corp. had $15,196 of funds remaining on April 28, 2017. In fiscal 2017, the Company also anticipates making an additional Specified Equity Contribution in connection with the calculation of the Consolidated Net Total Leverage Ratio under the Term Loan as of April 29, 2017.

Additionally, in order to increase availability under the Revolving Credit Facility, on March 6, 2017, Vince, LLC entered into a side letter (the “Letter”) with Bank of creditAmerica (“BofA”), as administrative agent and tax ratescollateral agent under the Revolving Credit Facility which temporarily modified the covenant that requires that at any point when “Excess Availability” is less than the greater of (i) 15% of the adjusted loan cap (without giving effect to item (iii) of the loan cap described in Note 4 “Long-Term Debt and Financing Arrangements” to the Consolidated Financial Statements included in this Annual Report on Form 10-K) or (ii) $10,000, and continuing until Excess Availability exceeds the greater of such amounts for 30 consecutive days, during which time, we must maintain a consolidated EBITDA (as defined in the general economyRevolving Credit Facility) equal to or greater than $20,000 measured at the end of each applicable fiscal month for the trailing twelve-month period. The Letter provided that during the period from March 6, 2017 until and through April 30, 2017, the respective thresholds included in the international, regionaldefinitions of “Covenant Compliance Event” and local markets“Trigger Event” under the Revolving Credit Facility were temporarily modified to be the greater of (a) 12.5% of the Adjusted Loan Cap (as defined under the Revolving Credit Facility) and (b) $5,000. On April 14, 2017, Vince, LLC and BofA amended and restated the Letter in which our products are sold.

Recent global economic conditions haveits entirety (the “Amended Letter”). The Amended Letter provides that during the period from April 13, 2017 until and through July 31, 2017 (the “Letter Period”), the respective thresholds included significant recessionary pressuresin the definitions of “Covenant Compliance Event” and declines“Trigger Event” in employment levels, disposable incomethe Revolving Credit Facility continue to be temporarily modified to be the greater of (a) 12.5% of the Adjusted Loan Cap (as defined in the Revolving Credit Facility) and actual and/or perceived wealth and(b) $5,000. The Amended Letter further declines in consumer confidence and economic growth. These conditions have led and could lead to continued declines in consumer spending overprovides that during the foreseeable future and may have resultedLetter Period, so long as the Company’s cash is held in a shift in consumer spending habits that makes it unlikely that spending will return to prior levels fordeposit account of the foreseeable future. The current depressed economic environment has been characterized by a decline in consumer discretionary spending and has disproportionately affected retailers and sellers of consumer goods, particularly those whose goods are viewed as discretionary or luxury purchases, including fashion apparel such as ours. While we have seen occasional signs of stabilizationCompany maintained with BofA (the “BofA Account”), the Company may include in the North American markets during 2012Borrowing Base (i) up to $10,000 of such cash after April 13, 2017 through May 31, 2017 and 2013, a shift towards continued recessionary conditions could adversely impact our sales volumes(ii) up to $5,000 of such cash after May 31, 2017 through July 31, 2017. During the Letter Period, to the extent that the cash and overall profitabilitycash equivalents held by the Loan Parties at the close of business on any given day exceeds $1,000 (excluding amounts in the future. Further, the European debt crisis resulting from growing concerns that European countries could default on their national debt has caused instabilityBofA Account and certain other excluded accounts, as well as amounts equal to all undrawn checks and ACH issued in the European economy, which is oneordinary course of business for payroll, rent and other accounts payable needs), Vince shall use any such cash in excess of $1,000 to repay the areasloans under the Revolving Credit Facility.

There can be no assurances that we will be able to generate sufficient cash flow from operations to meet our liquidity needs, that we will have the necessary availability under the Revolving Credit Facility, that the funds held by Vince Holding Corp. will be sufficient to support additional Specified Equity Contributions, or be able to obtain other financing when liquidity needs arise. In the event that we are currently targetingunable to timely service our debt service, meet other contractual payment obligations or fund our other liquidity needs, we may need to refinance all or a portion of our indebtedness before maturity, seek waivers of or amendments to our contractual obligations for international expansion. Continued economic volatilitypayment, reduce or delay scheduled expansions and declinescapital expenditures or sell material assets or operations. Payment defaults under our debt agreements or other contracts could result in a default under the valueTerm Loan Facility or the Revolving Credit Facility, which could result in all amounts outstanding under those credit facilities becoming immediately due and payable. Additionally, the lenders under those credit facilities would not be obligated to lend us additional funds. See “In accordance with the new accounting guidance that became effective for fiscal 2016, our management has concluded that there is substantial doubt about our ability to continue as a going concern within one year after the date the financial statements are issued” for additional details.

In accordance with the new accounting guidance that became effective for fiscal 2016, our management has concluded that there is substantial doubt about our ability to continue as a going concern within one year after the date the financial statements are issued.

In accordance with the new accounting guidance that became effective for fiscal 2016, management has the responsibility to evaluate whether conditions and/or events raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the financial statements are issued. As required by this standard, management’s evaluation does not initially consider the potential mitigating effects of management’s plans that have not been fully implemented as of the Eurodate the financial statements are issued. As further discussed in Note 1 “Description of Business and Summary of Significant Accounting Policies — (D) Sources and Uses of Liquidity” to the Consolidated Financial Statements included in this Annual Report on Form 10-K, understanding the difficulties to project the current retail environment and as management’s plans to mitigate the substantial doubt have not been fully executed, our management has concluded there is substantial doubt about our ability to continue as a going concern within one year after the date that the financial statements are issued. Our financial statements do not include any adjustment relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should we be unable to continue as a going concern. Our ability to continue as a going concern depends on the execution of our plans to mitigate the substantial doubt that currently exists, including discussions with existing and prospective lenders and with our majority shareholder on additional financing options and actions to improve the capital structure of the Company and cost containment initiatives. While management believes that these plans are reasonably possible of occurring, it cannot predict with certainty the impact of various factors, including a challenging retail environment, on the Company’s business operations and financial results. Such impact could give rise to unanticipated capital needs that we may not be able to meet and/or result in our inability to service our existing debt or comply with the covenants therein. If such an event occurs, if we are unsuccessful in securing

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amendments to our existing debt agreements or other foreign currencies could negatively impactfinancing arrangement or otherwise improving our capital structure, we may be unable to meet our payment obligations as they become due and may be required to restructure our business. In addition, the global economyinclusion of our management’s conclusion described above may materially adversely affect the Company’s stock price and its relationships with its customers, vendors and other business partners.

Our operations are restricted by our credit facilities.

We entered into the Revolving Credit Facility and the Term Loan Facility, in each case as a whole. Such a conditionamended, in connection with the IPO and Restructuring Transactions which closed on November 27, 2013. Our facilities contain significant restrictive covenants. These covenants may haveimpair our financing and operational flexibility and make it difficult for us to react to market conditions and satisfy our ongoing capital needs and unanticipated cash requirements. Specifically, such covenants will likely restrict our ability and, if applicable, the ability of our subsidiaries to, among other things:

Our ability to comply with the covenants and other terms of our debt obligations will depend on our future operating performance. If we fail to comply with such covenants and terms, we would be required to obtain waivers from our lenders to maintain compliance with our debt obligations. If we are unable to obtain any necessary waivers and the debt is accelerated, a material adverse impacteffect on our financial condition and future operating performance would likely result. For further details, see Note 1 “Description of Business and Summary of Significant Accounting Policies — (D) Sources and Uses of Liquidity” to the profitability and liquidityConsolidated Financial Statements included in this Annual Report on Form 10-K. The terms of our international operations, as well as hinderdebt obligations and the amount of borrowing availability under our facilities may restrict or delay our ability to grow through expansionfulfill our obligations under the Tax Receivable Agreement. In accordance with the terms of the Tax Receivable Agreement, delayed or unpaid amounts thereunder would accrue interest at a default rate of one-year LIBOR plus 500 basis points until paid. Our obligations under the Tax Receivable Agreement could result in a failure to comply with covenants or financial ratios required by our debt financing agreements and could result in an event of default under such a debt financing. See “Tax Receivable Agreement” under Note 12 “Related Party Transactions” to the international markets.Consolidated Financial Statements in this Annual Report on Form 10-K for further information.

Economic conditionsIn connection with the completion of the Rights Offering and related Investment Agreement, the Company made the required payment under the Tax Receivable Agreement for its obligations related to taxable year 2014. (See full discussion in – “Our ability to continue to have also ledthe liquidity necessary to service our debt, meet contractual payment obligations, including under the Tax Receivable Agreement, and fund our operations depends on many factors, including our ability to generate sufficient cash flow from operations, maintain adequate availability under our Revolving Credit Facility or obtain other financing.”)  In addition, the Company made a highly promotional environment and strong discounting pressure from both our wholesale partners and retail customers, which have had a negative impact on our revenues and

profitability. This promotional environment may continue even after economic growth returns, as we expect consumer spending trends are likely to remain at historically depressed levelspayment of $7,438, including any accrued interest, for the foreseeable future. The domestic and international political situation also affects consumer confidence. The threat, outbreak or escalation of terrorism, military conflicts or other hostilities around the world could leadtax benefit related to further decreasestaxable year 2015 in consumer spending.November 2016.

Intense competition in the apparel and fashion industry could reduce our sales and profitability.

As a fashion company, we face intense competition from other domestic and foreign apparel, footwear and accessories manufacturers and retailers. Competition may result in pricing pressures, reduced profit margins, lost market share or failure to grow our market share, any of which could substantially harm our business and results of operations. Competition is based on many factors including, without limitation, the following: