EX-4.9



 Exhibit 4.9 

[FORM OF BENEFICIAL OWNER ELECTION FORM] 

The undersigned acknowledge(s) receipt of your letter and the enclosed materials relating to the grant of non-transferable rights (the
“Rights”) to purchase shares of common stock, par value $0.01 per share (the “Common Stock”), of Vince Holding Corp. (the “Company”). 

With respect to any instructions to exercise (or not to exercise) Rights, the undersigned acknowledges that this form must be completed and
returned such that it will actually be received by you by 5:00 p.m., New York City time, on                         , 2016, the
last business day prior to the scheduled expiration date of the rights offering of                         , 2016 (which may be
extended by the Company). 
 This will instruct you whether to exercise Rights to purchase shares of Common Stock distributed with
respect to the shares of Common Stock held through you as broker, dealer, custodian bank or other nominee for the account of the undersigned, pursuant to the terms and subject to the conditions set forth in the prospectus dated
                        , 2016 (the “Prospectus”). 

I (we) hereby instruct you as follows: 
 (CHECK THE APPLICABLE
BOXES AND PROVIDE ALL REQUIRED INFORMATION) 
 Box 1.  ̈ Please DO NOT EXERCISE RIGHTS for shares of Common
Stock. 
 Box 2.  ̈ Please EXERCISE RIGHTS for shares of Common Stock as set forth below: 

 

																			
	 	  	Number of Shares of
Common Stock
Subscribed For	  	 	 	  	 Subscription

Price
	  	 	 	  	Payment
							
	 Basic Subscription Privilege(1)
	  		  	 	x	  	  	$            	  	 	=	  	  	$	            	  	 	(Line 1)
							
	 Over-Subscription Privilege(1)
	  		  	 	x	  	  	$            	  	 	=	  	  	$	            	  	 	(Line 2)
							
	 Total Payment Required
	  		  				  		  				  	$	            	  	 	
						
		  		  				  		  				  	 	(Sum of Lines 1 and 2)

  

	(1)	The Over-Subscription Privilege and Basic Subscription Privilege are subject to the restrictions in Rule 13d-3 under the Securities Exchange Act of 1934, as amended, that prohibit stockholders from owning more than
14.99% of the Company’s outstanding shares of Common Stock (calculated immediately upon closing of the Rights Offering, as described in the Prospectus), as discussed in more detail in the Prospectus and the enclosed documents. This restriction
does not apply to Sun Capital Partners, Inc. and its affiliates. 

 Box 3.  ̈ Payment in the
following amount is enclosed: $                  
 Box 4.  ̈ Please deduct payment of $              from the following account: 

(The total of Box 3 and Box 4 must equal the Total Payment Required specified above under Box 2.) 

Type of Account:
                        Account No.:
                     

[Signature page follows] 







 I (we) on my (our) own behalf, or on behalf of any person(s) on whose behalf, or under whose directions, I am (we
are) signing this form: 
  

	•	 	irrevocably elect to purchase the number of shares of Common Stock indicated above upon the terms and conditions specified in the Prospectus; and 


 

	•	 	agree that if I (we) fail to pay for the shares of Common Stock I (we) have elected to purchase, you may exercise any remedies available to you under law. 


 

			
	Name of beneficial owner(s):	 	  



			
		
	Signature of beneficial owner(s):	 	  

	
	If you are signing in your capacity as a trustee, executor, administrator, guardian, attorney-in-fact, agent, officer of a corporation or other entity acting in a fiduciary or representative capacity, please provide the
following information:


			
		
	Name:	 	  



			
		
	Capacity:	 	  



			
		
	Address (including Zip Code):	 	  



			
		
	Telephone Number: