FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person * Sizemore Michele   2. Issuer Name and Ticker or Trading Symbol VINCE HOLDING CORP. [VNCE] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) See Remarks (Last) (First) (Middle) C/O VINCE HOLDING CORP., 500 5TH AVE., 20TH FLOOR 3. Date of Earliest Transaction (Month/Day/Year) 10/02/2015 (Street) NEW YORK, NY 10110 4. If Amendment, Date 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 (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Employee Stock Option (right to buy)

$ 20

10/02/2015

D

28,518 (1)

(2)

11/21/2023

Common Stock

28,518

(1)

86,636

D

Employee Stock Option (right to buy)

$ 33.95

10/02/2015

D

34,214 (1)

(3)

11/21/2024

Common Stock

34,214

(1)

52,422

D

Employee Stock Option (right to buy)

$ 3.6

10/02/2015

A

62,732 (1)

(4)

10/02/2025

Common Stock

62,732

(1)

115,154

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Sizemore Michele C/O VINCE HOLDING CORP. 500 5TH AVE., 20TH FLOOR NEW YORK, NY 10110			See Remarks

Signatures

/s/ Nicholas Rubino, by power of attorney		10/06/2015
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(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).
(1)	On October 2, 2015, Vince Holding Corp. (the "Company") cancelled, pursuant to the terms of its option exchange program, an option to receive 28,518 shares of the Company's common stock (the "2013 Options") previously granted to the reporting person on November 21, 2013 (the "2013 Grant Date") and an option to receive 34,214 shares of the Company's common stock (the "2014 Options") previously granted to the reporting person on November 21, 2014 (the "2014 Grant Ddate"). In exchange, on the same date (the "New Grant Date"), the reporting person was granted a replacement option to receive 62,732 shares of the Company's common stock (the "Replacement Options") with an exercise price of $3.60 per share.
(2)	Prior to cancellation, 33.3% of the 2013 Options had vested on November 21, 2014 and remained unexercised and the remainder of the 2013 Options were scheduled to vest on the second and third anniversaries of the 2013 Grant Date in equal installments.
(3)	Prior to cancellation, the 2014 Options were scheduled to vest over the course of four years from the 2014 Grant Date, with 25% of the 2014 Options vesting on each of the first, second, third and fourth anniversaries of the 2014 Grant Date.
(4)	The Replacement Options vest over the course of four years from the New Grant Date, with 25% of the Replacement Options vesting on each of the first, second, third and fourth anniversaries of the New Grant Date.
Remarks: Senior Vice President - Operations. Exhibit 24 - Power of Attorney

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