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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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                      	Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	                      	

1. Name and Address of Reporting Person *

LIFF M STEVEN	2. Date of Event Requiring Statement (MM/DD/YYYY)
11/25/2014 
	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)

__ X __ Director                            _____ 10% Owner
_____ Officer (give title below)          _____ Other (specify below)	
(Street)

NEW YORK, NY 10110       

(City)              (State)              (Zip)	5. If Amendment, Date Original Filed (MM/DD/YYYY)

	6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person	

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)	

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)	
1. Title of Derivate Security
(Instr. 4)	2. Date Exercisable and Expiration Date
(MM/DD/YYYY)	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				

Explanation of Responses:	

Remarks:
Exhibit 24 - Power of Attorney	
No securities are beneficially owned.	

Reporting Owners	
Reporting Owner Name / Address	Relationships	
	Director	10% Owner	Officer	Other	
LIFF M STEVEN
C/O VINCE HOLDING CORP.
500 5TH AVENUE, 20TH FLOOR
NEW YORK, NY 10110	X				

Signatures		
/s/ Jay Dubiner, by power of attorney		11/26/2014	
** Signature of Reporting Person		Date

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.	
*	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).	
Note:	File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.	
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.	

                               November 25, 2014

                               POWER OF ATTORNEY

     KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and
appoints each of Lisa Klinger and Jay Dubiner, signing singly, the undersigned's
true and lawful attorney-in-fact to: (i) execute for and on behalf of the
undersigned, in the undersigned's capacity as an officer and/or director and/or
owner of greater than 10% of the outstanding Common Stock of Vince Holding
Corp., a Delaware corporation (the "Company"), Forms 3, 4 and 5 (including any
amendments, supplements or exhibits thereto) in accordance with Section 16(a) of
the Securities Exchange Act of 1934 and the rules thereunder; (ii) do and
perform any and all acts for and on behalf of the undersigned which may be
necessary or desirable to complete and execute any such Form 3, 4 or 5
(including any amendments, supplements or exhibits thereto) and timely file such
forms with the United States Securities and Exchange Commission and any stock
exchange or similar authority, including the New York Stock Exchange; and (iii)
take any other action of any type whatsoever in connection with the foregoing
which, in the opinion of such attorney-in-fact, may be of benefit to, in the
best interest of, or legally required by, the undersigned, it being understood
that the documents executed by such attorney-in-fact on behalf of the
undersigned pursuant to this Power of Attorney shall be in such form and shall
contain such terms and conditions as such attorney-in-fact may approve in such
attorney-in-fact's discretion.

     The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in- fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this power of attorney and the rights and powers herein
granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the undersigned, are not assuming,
nor is the Company assuming, any of the undersigned's responsibilities to comply
with Section 16 of the Securities Exchange Act of 1934.

     This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file reports or schedules under Section 16
of the Securities Exchange Act of 1934 with respect to the undersigned's
holdings of and transactions in securities issued by the Company, unless earlier
revoked by the undersigned in a signed writing delivered to the foregoing
attorneys-in-fact.

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IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of date first written above.

                                  /s/ Steven M. Liff
                                  ------------------
                                  Print Name: Steven M. Liff