Ownership Submission
FORM 3
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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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(Print or Type Responses)
1. Name and Address of Reporting Person *
  Fogel Marie
 2. Date of Event Requiring Statement (Month/Day/Year)
01/30/2019		 3. Issuer Name and Ticker or Trading Symbol
VINCE HOLDING CORP. [VNCE]
(Last)
(First)
(Middle)
C/O VINCE HOLDING CORP., 500 5TH AVENUE 20TH FLOOR		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
See Remarks
 5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

NEW YORK, NY 10110		 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 Beneficially Owned
1.Title of Security
(Instr. 4)		 2. Amount of Securities Beneficially Owned
(Instr. 4)		 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)		 4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Restricted Stock Units 12,500 (1)
D
 
Restricted Stock Units 5,357 (2)
D
 
Restricted Stock Units 8,571 (3)
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)		 2. Date Exercisable and Expiration Date
(Month/Day/Year)		 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)		 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)		 6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners

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

Signatures

/s/ Akiko Okuma, by Power of Attorney 02/01/2019
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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) These shares represent restricted stock units that were granted to the Reporting Person on July 9, 2018 under the Amended and Restated 2013 Omnibus Incentive Plan of Vince Holding Corp. (the "Plan"). These restricted stock units convert into shares of common stock of Vince Holding Corp. on a one-for-one basis and are solely settled in common stock upon vesting. These restricted stock units vest over a four-year period with 25% vesting on each of the first, second, third and fourth anniversaries of the grant date, in each case subject to the Reporting Person's continued employment with Vince Holding Corp. through each such vesting date.
(2) These shares represent restricted stock units that were granted to the Reporting Person on May 25, 2018 under the Plan. These restricted stock units convert into shares of common stock of Vince Holding Corp. on a one-for-one basis and are solely settled in common stock upon vesting. These restricted stock units vest over a four-year period with 10% vesting on April 19, 2019; 20% vesting on April 17, 2020; 25% vesting on April 16, 2021; and 45% vesting on April 15, 2022, in each case subject to the Reporting Person's continued employment with Vince Holding Corp. through each such vesting date.
(3) These shares represent restricted stock units that were granted to the Reporting Person on April 12, 2018 under the Plan. These restricted stock units convert into shares of common stock of Vince Holding Corp. on a one-for-one basis and are solely settled in common stock upon vesting. These restricted stock units vest over a four-year period with 25% vesting on April 19, 2019, 25% vesting on April 17, 2020, 25% vesting on April 16, 2021, and 25% vesting on April 15, 2022, in each case subject to the Reporting Person's continued employment with Vince Holding Corp. through each such vesting date.
 
Remarks:
Senior Vice President, Merchandising, Product Development and Production

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