SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
X	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* CCMP Capital, LLC (Last) (First) (Middle) 245 PARK AVENUE (Street) NEW YORK NY 10167 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol Francesca's Holdings CORP [ FRAN ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 03/26/2013
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

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
Common Stock	03/26/2013		S		7,247,731(1)	D	$28.36	0	D(4)
Common Stock	03/26/2013		S		6,395,304(2)	D	$28.36	0	D(5)
Common Stock	03/26/2013		S		852,427(3)	D	$28.36	0	D(6)

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 Securities Underlying Derivative Security (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: 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

1. Name and Address of Reporting Person* CCMP Capital, LLC (Last) (First) (Middle) 245 PARK AVENUE (Street) NEW YORK NY 10167 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* CCMP Capital Investors II, L.P. (Last) (First) (Middle) 245 PARK AVENUE (Street) NEW YORK NY 10167 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* CCMP Capital Investors (Cayman) II, L.P. (Last) (First) (Middle) 245 PARK AVENUE (Street) NEW YORK NY 10167 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* CCMP Capital Associates, L.P. (Last) (First) (Middle) 245 PARK AVENUE (Street) NEW YORK NY 10167 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* CCMP Capital Associates GP, LLC (Last) (First) (Middle) 245 PARK AVENUE (Street) NEW YORK NY 10167 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Brenneman Greg Dean (Last) (First) (Middle) 245 PARK AVENUE (Street) NEW YORK NY 10167 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* MURRAY STEPHEN (Last) (First) (Middle) CCMP CAPITAL ADVISORS, LLC 245 PARK AVENUE (Street) NEW YORK NY 10067 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* ZANNINO RICHARD F (Last) (First) (Middle) C/O IAC/INTERACTIVECORP 555 WEST 18TH STREET (Street) NEW YORK NY 10011 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. 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.

2. 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.

3. 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.

4. See Exhibit 99.

5. The amount shown represents the beneficial ownership of shares of the Issuer's Common Stock owned by CCMP Capital Investors II, L.P.

6. The amount shown represents the beneficial ownership of shares of the Issuer's Common Stock owned by CCMP Capital Investors (Cayman) II, L.P.

Remarks:

See Exhibit 99

	CCMP Capital, LLC, /s/ Marc Unger, Chief Operating Officer and Chief Financial Officer	03/28/2013
	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	03/28/2013
	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	03/28/2013
	CCMP Capital Associates, L.P., By CCMP Capital Associates GP, LLC, its general partner, /s/ Marc Unger, Chief Operating Officer and Chief Financial Officer	03/28/2013
	CCMP Capital Associates GP, LLC, /s/ Marc Unger, Chief Operating Officer and Chief Financial Officer	03/28/2013
	/s/ Greg D. Brenneman	03/28/2013
	/s/ Stephen Murray	03/28/2013
	/s/ Richard Zannino	03/28/2013
	** Signature of Reporting Person	Date
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* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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