EX-4.6



 Exhibit 4.6 

[FORM OF NOTICE OF GUARANTEED DELIVERY] 

VINCE HOLDING CORP. 

NOTICE OF GUARANTEED DELIVERY 

RELATING TO SHARES SUBSCRIBED FOR PURSUANT 

TO THE SUBSCRIPTION RIGHT AND OVER-SUBSCRIPTION RIGHT 

As set forth in Vince Holding Corp.’s (the “Company’s”) Prospectus, dated
            , 2017, under “The Rights Offering—Payment for Shares,” this form (or one substantially equivalent hereto) may be used as a means of effecting the subscription
and payment for shares of common stock, par value $0.01 per share, of the Company subscribed for pursuant to the subscription right and the over-subscription right. Such form may be delivered or sent by overnight delivery or first class mail to the
Subscription Agent and must be received prior to 5:00 p.m., New York City time, on             , 2017, the expiration date, unless extended by the Company (as it may be extended, the
“Expiration Date”). 
 The Subscription Agent is: 

Broadridge Corporate Issuer Solutions, Inc. 

Attention: Vince Holding Corp. Rights Offering 
  

			
	 By Regular Mail Only

(No Overnight/Express Mail):

Broadridge Corporate Issuer

Solutions, Inc.
 Attn: BCIS
Re-Organization Dept.
 P.O. Box 1317

Brentwood, NY 11717-0693
	  	 By Hand or Overnight Delivery:

Broadridge Corporate Issuer

Solutions, Inc.
 Attn: BCIS IWS

51 Mercedes Way
 Edgewood, NY
11717


 DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE DOES NOT CONSTITUTE A VALID DELIVERY. 

The Eligible Guarantor Institution (as that term is defined in Rule 17Ad-15 of the Securities Exchange Act of 1934, as amended), which may include (i) a
commercial bank or trust company, (ii) a member firm of a domestic stock exchange or (iii) a savings bank or credit union, that completes this form must communicate the guarantee and the number of shares of common stock subscribed for
pursuant to both the subscription right and the over-subscription right to the Subscription Agent and the Subscription Agent must receive this Notice of Guaranteed Delivery at or prior to the Expiration Date, guaranteeing delivery to the
Subscription Agent of (a) full payment for all shares of common stock subscribed for pursuant to the subscription right and the over-subscription right and (b) a properly completed and duly executed Subscription Certificate. The
Subscription Certificate and full payment must be received by the Subscription Agent at or prior to 5:00 p.m., New York City time, on             , 2017 (or, if the offer is extended, at or
prior to 5:00 p.m., New York City time, on the third business day after the Expiration Date). Failure to timely and properly deliver this Notice of Guaranteed Delivery or to make the delivery guaranteed herein will result in a forfeiture of the
rights. 
 This Notice of Guaranteed Delivery shall not be used to guarantee signatures. If a signature on the Subscription Certificate is required to be
guaranteed by an Eligible Guarantor Institution (as that term is defined in Rule 17Ad-15 of the Securities Exchange Act of 1934, as amended) under the instructions to the Subscription Certificate, the signature guarantee must appear in the
applicable space provided in the signature box on the Subscription Certificate. 







 GUARANTEE 

The undersigned, an Eligible Guarantor Institution (as that term is defined in Rule 17Ad-15 of the Securities Exchange Act of 1934, as amended) guarantees
delivery to the Subscription Agent at or prior to 5:00 p.m., New York City time, on             , 2017 (or, if the offer is extended, by the close of business on the third business day
after the Expiration Date) of (i) a properly completed and duly executed Subscription Certificate and (ii) full payment of the estimated subscription price for each share of common stock subscribed for pursuant to the subscription right
and the over-subscription right, if applicable, as subscription for such shares is indicated herein and on the Subscription Certificate. 

Broker Assigned Control # 

VINCE HOLDING CORP. 
  

									
	1. Subscription Right	    	Number of rights exercised:	  	 	  	rights
				
		    	Number of shares subscribed for pursuant to the subscription right for which you are guaranteeing delivery of the Subscription Certificate and full payment:	  	 	  	shares
				
		    	Payment to be made in connection with subscription right:	  	$	  	 
			
		    		  	(Shares × $ , the subscription price)
				
	2. Over-Subscription Right	    	Number of shares subscribed for pursuant to the over-subscription right (not to	  	 	  	shares
		    	exceed % of the shares exercised pursuant to the primary subscription right) for which you are guaranteeing delivery of the Subscription Certificate and full payment (subject to proration):	  		  		  	
				
		    	Payment to be made in connection with over-subscription right:	  	$	  	 
			
		    		  	(Shares × $ , the subscription price)
				
	3. Totals	    	Total number of rights exercised:	  	 	  	rights
				
		    	Total number of shares subscribed for pursuant to the subscription right and over-	  	 	  	shares
		    	subscription right for which you are guaranteeing delivery of the Subscription Certificate and full payment:	  		  		  	
				
		    	Total payment to be made:	  	$	  	 
			
	 4. Method of Delivery
 (Check
one):
	  		  	
			
	☐ Through the Depository Trust Company (“DTC”)	  		  	
			
	☐ Direct to Broadridge Corporate Issuer Solutions, Inc., as the Subscription Agent.	  		  	








 Please assign above a unique control number for each guarantee submitted. This number needs to be referenced on
any direct delivery or any delivery through DTC. 
  

					
	 
			
	Name of Firm	  		  	
	 
			
	Authorized Signature	  		  	
	 
			
	Name (Please print or type)	  		  	
	 
			
	Title:	  		  	
	 
			
	DTC Participant Number	  		  	
	 
			
	Contact Name	  		  	
	 
			
	Address	  		  	
	 
			
	City	  	State	  	Zip Code
	 
			
	Phone Number	  		  	
	 
			
	Date