EX-4.2



 Exhibit 4.2 
  

			
	RIGHTS CERTIFICATE #:	  	NUMBER OF RIGHTS

 THE TERMS AND CONDITIONS OF THE RIGHTS OFFERING ARE SET FORTH IN THE COMPANY’S PROSPECTUS
DATED                     , 2017 (THE “PROSPECTUS”) AND ARE INCORPORATED HEREIN BY REFERENCE. COPIES OF THE PROSPECTUS ARE AVAILABLE UPON
REQUEST FROM BROADRIDGE CORPORATE ISSUER SOLUTIONS, INC., THE INFORMATION AGENT. 
 Vince Holding Corp. 

Incorporated under the laws of the State of Delaware 

NON-TRANSFERABLE SUBSCRIPTION RIGHTS CERTIFICATE 

Evidencing Non-Transferable Subscription Rights to Purchase Shares of Common Stock of Vince Holding Corp. 

CUSIP#: 
 Subscription Price:
$              per Share 
 THE SUBSCRIPTION RIGHTS WILL EXPIRE IF NOT EXERCISED ON OR BEFORE
5:00 P.M., NEW YORK CITY 

                          
      TIME, ON                     , 2017, UNLESS EXTENDED BY THE COMPANY 

 

					
	REGISTERED OWNER:	  	 	  	

 THIS CERTIFIES THAT the registered owner whose name is inscribed hereon is the owner of the number of non-transferable
subscription rights (“Rights”) set forth above. Each whole Right entitles the holder thereof to subscribe for and purchase              shares of Common Stock, with a par value of
$0.01 per share, of Vince Holding Corp., a Delaware corporation, at a subscription price of $              per whole share (the “Subscription Right”), pursuant to a rights
offering (the “Rights Offering”), on the terms and subject to the conditions set forth in the Prospectus. If any shares of Common Stock available for purchase in the Rights Offering are not purchased by other holders of Rights pursuant to
the exercise of their Subscription Right (the “Remaining Shares”), any Rights holder that exercises its Subscription Right in full may subscribe for a number of Remaining Shares in an amount equal to up to     % of the
shares of Common Stock for which it was otherwise entitled to subscribe (calculated prior to the exercise of any Rights) pursuant to the terms and conditions of the Rights Offering, subject to proration, as described in the Prospectus (the
“Over-Subscription Right”). Each Rights holder (except Sun Capital Partners, Inc. and its affiliates) must represent to us that (1) after giving effect to the exercise of its Rights, it will not beneficially own, as determined in
accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended, 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)
and (2) if it already beneficially owns, as determined in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended, in excess of 14.99% of the Company’s outstanding shares of Common Stock it will not, via the
exercise of the Rights, increase its proportionate interest in the Company’s Common Stock. The Rights represented by this Subscription Rights Certificate may be exercised by completing Form 1 and any other appropriate forms on the reverse side
hereof and by returning the full payment of the subscription price for each share of Common Stock in accordance with the instructions set forth in Form 1 hereto and the Prospectus. 

This Subscription Rights Certificate is not valid unless countersigned and registered by the subscription agent and registrar. 

 

					
	Witness the seal of Vince Holding Corp. and the signatures of its duly authorized officers.	  	Dated:	  	 

  

									
		 	  
	 		 		 	  

		 	Chief Executive Officer	 		 		 	Interim Chief Financial Officer,
		 		 		 		 	Treasurer and Secretary

 COUNTERSIGNED AND REGISTERED: 

BROADRIDGE CORPORATE ISSUER SOLUTIONS, INC., TRANSFER AGENT AND REGISTRAR 
  

			
	By:	 	 
		 	Authorized Signatory








 DELIVERY OPTIONS FOR SUBSCRIPTION RIGHTS CERTIFICATE 

Delivery other than in the manner or to the addresses listed below will not constitute valid delivery. 

 

			
	If delivering by regular mail:	  	If delivering by hand or overnight courier:
		
	 Broadridge Corporate Issuer Solutions, Inc.

Attn: BCIS Re-Organization Dept.

P.O. Box 1317
 Brentwood, NY
11717-0693
	  	 Broadridge Corporate Issuer Solutions, Inc.

Attn: BCIS IWS
 51 Mercedes Way

Edgewood, NY 11717


 PLEASE PRINT ALL INFORMATION CLEARLY AND LEGIBLY. 

FORM 1-EXERCISE OF SUBSCRIPTION RIGHTS 
 To subscribe for
shares pursuant to your Subscription Right, please complete lines (a) and (c) and sign under Form 3 below. To subscribe for shares pursuant to your Over-Subscription Right, please also complete line (b) and sign under Form 3 below. To
the extent you subscribe for more Shares than you are entitled under either the Subscription Right or the Over-Subscription Right, you will be deemed to have elected to purchase the maximum number of shares for which you are entitled to subscribe
under the Subscription Right or Over-Subscription Right, as applicable. 
 (a) EXERCISE OF SUBSCRIPTION RIGHT: 

 

											
	I apply for 	  	 	  	shares x $	    	= $ 	  	 	  	
		  	(no. of new shares)	  	             (subscription price)	    		  	(amount enclosed)	  	

 (b) EXERCISE OF OVER-SUBSCRIPTION RIGHT 

If you have exercised your Subscription Right in full and wish to subscribe for additional shares in an amount equal to up to % of the shares of Common Stock
for which you are otherwise entitled to subscribe pursuant to your Over-Subscription Right: 
  

											
	I apply for 	  	 	  	shares x $	    	= $ 	  	 	  	
		  	(no. of new shares)	  	             (subscription price)	    		  	(amount enclosed)	  	

 (c) Total Amount of Payment Enclosed =
$                         

METHOD OF PAYMENT (CHECK ONE) 
  

	☐	Check or bank draft drawn on a U.S. bank, or postal telegraphic or express. 

  

	☐	Money order payable to “Broadridge Corporate Issuer Solutions, Inc., as Subscription Agent.” Funds paid by an uncertified check may take at least five business days to clear. 


 

	☐	Wire transfer of immediately available funds directly to the account maintained by Broadridge Corporate Issuer Solutions, Inc., as Subscription Agent, for purposes of accepting subscriptions in this Rights Offering at
U.S. Bank National Association, ABA #             , Account #             , Broadridge FBO Vince Holding Corp., with reference to
the rights holder’s name. 








 FORM 2-DELIVERY TO DIFFERENT ADDRESS 

If you wish for the Common Stock underlying your subscription rights, a certificate representing unexercised subscription rights or the proceeds of any sale of
subscription rights to be delivered to an address different from that shown on the face of this Subscription Rights Certificate, please enter the alternate address below, sign under Form 3 and have your signature guaranteed under Form 4. 

	
	
	 
	
	 
	
	 

 FORM 3-SIGNATURE 
 TO
SUBSCRIBE: I acknowledge that I have received the Prospectus for this Rights Offering and I hereby irrevocably subscribe for the number of shares indicated above on the terms and conditions specified in the Prospectus. By signing below I confirm
that (1) after giving effect to the exercise of my Rights I will not beneficially own, as determined in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended, more than 14.99% of the Company’s outstanding shares
of Common Stock (calculated immediately upon the closing of the rights offering, as described in the Prospectus) and (2), if I already beneficially own, as determined in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as
amended, in excess of 14.99% of the Company’s outstanding shares of Common Stock I will not, via the exercise of the Rights, increase my proportionate interest in the Company’s Common Stock (with respect to (1) or (2), any such excess
shares, the “Excess Shares”). With respect to any such Excess Shares, I hereby (1) irrevocably appoint and constitute the Company, each of its authorized officers and their designees, and each of them, with full power of substitution,
as my proxy and attorney in fact with full authority to vote and act by written consent with respect to any such Excess Shares on any matter submitted to shareholders for a vote or action by written consent, in the discretion of such proxy, to the
same extent I would have the power to vote or act by written consent and (2) grant the Company a right for 90 days from the closing of the rights offering to repurchase such Excess Shares at the lesser of the $ per whole share subscription
price and the closing price of the Company’s Common Stock on the New York Stock Exchange on the trading day immediately prior to the date on which notice is sent to the holder of the Company’s intent to exercise such right, which notice
must be sent prior to the expiration of such 90 day period. I agree to cooperate with the Company and provide to the Company any and all information requested by the Company in connection with the exercise of the rights granted in the previous
sentence. The foregoing shall not apply to Sun Capital Partners, Inc. and its affiliates. 
  

					
	Signature(s)                                  
                                        
                               	  	

 IMPORTANT: The signature(s) must correspond with the name(s) as printed on the reverse of this Subscription Rights Certificate
in every particular, without alteration or enlargement, or any other change whatsoever. 
 FORM 4-SIGNATURE GUARANTEE 

This form must be completed if you have completed any portion of Forms 2 or 3. 
  

			
	Signature Guaranteed:                                
                                         
                                         
                                         
                                         
                  
		 	(Name of Bank or Firm)                    


			
	
	By:                                   
                                         
                                         
                                         
                                         
                                         
          
		 	(Signature of Officer)

 IMPORTANT: The signature(s) should be guaranteed by an eligible guarantor institution (bank, stock broker, savings &
loan association or credit union) with membership in an approved signature guarantee medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15.

FOR INSTRUCTIONS ON THE USE OF THIS SUBSCRIPTION RIGHTS CERTIFICATE, CONSULT BROADRIDGE CORPORATE ISSUER SOLUTIONS, INC., THE INFORMATION AGENT, TOLL FREE AT
+1 (855) 793-5068.