0001510192-13-000026.txt : 20130328 0001510192-13-000026.hdr.sgml : 20130328 20130328184119 ACCESSION NUMBER: 0001510192-13-000026 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20130326 FILED AS OF DATE: 20130328 DATE AS OF CHANGE: 20130328 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MURRAY STEPHEN CENTRAL INDEX KEY: 0001096949 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35239 FILM NUMBER: 13725816 MAIL ADDRESS: STREET 1: CCMP CAPITAL ADVISORS, LLC STREET 2: 245 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10067 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Brenneman Greg Dean CENTRAL INDEX KEY: 0001482243 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35239 FILM NUMBER: 13725817 MAIL ADDRESS: STREET 1: 245 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10167 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Francesca's Holdings CORP CENTRAL INDEX KEY: 0001399935 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-APPAREL & ACCESSORY STORES [5600] IRS NUMBER: 208874704 BUSINESS ADDRESS: STREET 1: 8760 CLAY ROAD CITY: Houston STATE: TX ZIP: 77080 BUSINESS PHONE: 713-864-1358 MAIL ADDRESS: STREET 1: 8760 CLAY ROAD CITY: Houston STATE: TX ZIP: 77080 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ZANNINO RICHARD F CENTRAL INDEX KEY: 0001189770 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35239 FILM NUMBER: 13725815 MAIL ADDRESS: STREET 1: C/O IAC/INTERACTIVECORP STREET 2: 555 WEST 18TH STREET CITY: NEW YORK STATE: NY ZIP: 10011 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: CCMP Capital, LLC CENTRAL INDEX KEY: 0001372939 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35239 FILM NUMBER: 13725822 BUSINESS ADDRESS: STREET 1: 245 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10167 BUSINESS PHONE: 212 600-9600 MAIL ADDRESS: STREET 1: 245 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10167 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: CCMP Capital Associates GP, LLC CENTRAL INDEX KEY: 0001372940 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35239 FILM NUMBER: 13725818 BUSINESS ADDRESS: STREET 1: 245 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10167 BUSINESS PHONE: 212 600-9600 MAIL ADDRESS: STREET 1: 245 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10167 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: CCMP Capital Associates, L.P. CENTRAL INDEX KEY: 0001372941 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35239 FILM NUMBER: 13725819 BUSINESS ADDRESS: STREET 1: 245 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10167 BUSINESS PHONE: 212 600-9600 MAIL ADDRESS: STREET 1: 245 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10167 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: CCMP Capital Investors II, L.P. CENTRAL INDEX KEY: 0001372942 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35239 FILM NUMBER: 13725821 BUSINESS ADDRESS: STREET 1: 245 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10167 BUSINESS PHONE: 212 600-9600 MAIL ADDRESS: STREET 1: 245 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10167 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: CCMP Capital Investors (Cayman) II, L.P. CENTRAL INDEX KEY: 0001373028 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35239 FILM NUMBER: 13725820 BUSINESS ADDRESS: STREET 1: 245 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10167 BUSINESS PHONE: 212 600-9600 MAIL ADDRESS: STREET 1: 245 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10167 4 1 primary_doc.xml PRIMARY DOCUMENT X0306 4 2013-03-26 1 0001399935 Francesca's Holdings CORP FRAN 0001372939 CCMP Capital, LLC 245 PARK AVENUE NEW YORK NY 10167 1 0 1 0 0001372942 CCMP Capital Investors II, L.P. 245 PARK AVENUE NEW YORK NY 10167 1 0 1 0 0001373028 CCMP Capital Investors (Cayman) II, L.P. 245 PARK AVENUE NEW YORK NY 10167 1 0 1 0 0001372941 CCMP Capital Associates, L.P. 245 PARK AVENUE NEW YORK NY 10167 1 0 1 0 0001372940 CCMP Capital Associates GP, LLC 245 PARK AVENUE NEW YORK NY 10167 1 0 1 0 0001482243 Brenneman Greg Dean 245 PARK AVENUE NEW YORK NY 10167 1 0 1 0 0001096949 MURRAY STEPHEN CCMP CAPITAL ADVISORS, LLC 245 PARK AVENUE NEW YORK NY 10067 1 0 1 0 0001189770 ZANNINO RICHARD F C/O IAC/INTERACTIVECORP 555 WEST 18TH STREET NEW YORK NY 10011 1 0 1 0 Common Stock 2013-03-26 4 S 0 7247731 28.36 D 0 D Common Stock 2013-03-26 4 S 0 6395304 28.36 D 0 D Common Stock 2013-03-26 4 S 0 852427 28.36 D 0 D Represents shares of the Issuer's common stock committed to be sold by CCMP Capital Investors II, L.P. (6,395,304 shares) and CCMP Capital Investors (Cayman) II, L.P. (852,427 shares) in an underwritten public offering pursuant to an underwriting agreement executed on March 26, 2013. The underwritten public offering is expected to close on April 2, 2013. Represents shares of the Issuer's common stock committed to be sold by CCMP Capital Investors II, L.P. in an underwritten public offering pursuant to an underwriting agreement executed on March 26, 2013. The underwritten public offering is expected to close on April 2, 2013. Represents shares of the Issuer's common stock committed to be sold by CCMP Capital Investors (Cayman) II, L.P. in an underwritten public offering pursuant to an underwriting agreement executed on March 26, 2013. The underwritten public offering is expected to close on April 2, 2013. See Exhibit 99. The amount shown represents the beneficial ownership of shares of the Issuer's Common Stock owned by CCMP Capital Investors II, L.P. The amount shown represents the beneficial ownership of shares of the Issuer's Common Stock owned by CCMP Capital Investors (Cayman) II, L.P. See Exhibit 99 CCMP Capital, LLC, /s/ Marc Unger, Chief Operating Officer and Chief Financial Officer 2013-03-28 CCMP Capital Investors II, L.P., By: CCMP Capital Associates, L.P., its general partner, By: CCMP Capital Associates GP, LLC, its general partner, /s/ Marc Unger, Chief Operating Officer and Chief Financial Officer 2013-03-28 CCMP Capital Investors (Cayman) II, L.P., By: CCMP Capital Associates, L.P., its general partner, By: CCMP Capital Associates GP, LLC, its general partner, /s/ Marc Unger, Chief Operating Officer and Chief Financial Officer 2013-03-28 CCMP Capital Associates, L.P., By CCMP Capital Associates GP, LLC, its general partner, /s/ Marc Unger, Chief Operating Officer and Chief Financial Officer 2013-03-28 CCMP Capital Associates GP, LLC, /s/ Marc Unger, Chief Operating Officer and Chief Financial Officer 2013-03-28 /s/ Greg D. Brenneman 2013-03-28 /s/ Stephen Murray 2013-03-28 /s/ Richard Zannino 2013-03-28 EX-99 2 exhibit99.txt EXHIBIT 99 EXHIBIT 99 This Form 4 is being filed by (i) CCMP Capital Investors II, L.P. ("CCMP Capital Investors"), (ii) CCMP Capital Investors (Cayman) II, L.P. ("CCMP Cayman" and together with CCMP Capital Investors, the "CCMP Capital Funds"), (iii) CCMP Capital Associates, L.P. ("CCMP Capital Associates"), the general partner of the CCMP Capital Funds, (iv) CCMP Capital Associates GP, LLC ("CCMP Capital Associates GP"), the general partner of CCMP Capital Associates, (v) CCMP Capital, LLC ("CCMP Capital"), the owner of CCMP Capital Associates GP, and (vi) each of Greg Brenneman, Richard Zannino and Stephen Murray, in his capacity as a member of the CCMP Capital investment committee that makes voting and disposition decisions with respect to the Issuer's common stock that may be deemed to be beneficially owned by CCMP Capital, and in the case of Mr. Brenneman and Mr. Zannino, in his capacity as a member of the Board of Directors of the Issuer (Messrs. Brenneman, Zannino and Murray, together with the CCMP Capital Funds, CCMP Capital Associates and CCMP Capital Associates GP, the "Reporting Persons"). Each of CCMP Capital Associates, CCMP Capital Associates GP and CCMP Capital may be deemed, pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), to beneficially own the Issuer's common stock reported herein held by the CCMP Capital Funds. The actual pro rata portion of beneficial ownership of any such shares held by the CCMP Capital Funds that may be deemed attributable to CCMP Capital Associates, CCMP Capital Associates GP and CCMP Capital is not readily determinable because it is subject to several variables, including the internal rate of return and vesting of interests within CCMP Capital Associates and the CCMP Capital Funds. As a consequence of being members of a CCMP Capital investment committee, Greg Brenneman, Richard Zannino and Stephen Murray may be deemed, pursuant to Rule 13d-3 under the Exchange Act, to beneficially own all of the listed shares. The actual pro-rata portion of beneficial ownership of any shares that may be deemed attributable to Messrs. Brenneman, Zannino and Murray is not readily determinable because it is subject to several variables, including the internal rate of return and vesting of interests within CCMP Capital Associates and the CCMP Capital Funds. The Reporting Persons disclaim beneficial ownership of the securities to the extent it exceeds their pecuniary interest therein and the inclusion of the shares in this report shall not be deemed to be an admission of beneficial ownership of the reported shares for the purposes of Section 16 of the Exchange Act or otherwise. The amount shown represents the beneficial ownership of the Issuer's common stock held by the Reporting Persons as a group.