Sec Form 4 Filing - CCMP Capital, LLC @ Francesca's Holdings CORP - 2013-03-26

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 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 CCMP Capital, LLC 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) (Last) (First) (Middle) 245 PARK AVENUE, 3. Date of Earliest Transaction (MM/DD/YY) 03/26/2013 (Street) NEW YORK, NY10167 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other CCMP Capital, LLC 245 PARK AVENUE NEW YORK, NY10167 X X CCMP Capital Investors II, L.P. 245 PARK AVENUE NEW YORK, NY10167 X X CCMP Capital Investors (Cayman) II, L.P. 245 PARK AVENUE NEW YORK, NY10167 X X CCMP Capital Associates, L.P. 245 PARK AVENUE NEW YORK, NY10167 X X CCMP Capital Associates GP, LLC 245 PARK AVENUE NEW YORK, NY10167 X X Brenneman Greg Dean 245 PARK AVENUE NEW YORK, NY10167 X X MURRAY STEPHEN CCMP CAPITAL ADVISORS, LLC 245 PARK AVENUE NEW YORK, NY10067 X X ZANNINO RICHARD F C/O IAC/INTERACTIVECORP 555 WEST 18TH STREET NEW YORK, NY10011 X X Signatures CCMP Capital, LLC, /s/ Marc Unger, Chief Operating Officer and Chief Financial Officer 03/28/2013 Signature of Reporting Person Date 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 Signature of Reporting Person Date 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 Signature of Reporting Person Date 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 Signature of Reporting Person Date CCMP Capital Associates GP, LLC, /s/ Marc Unger, Chief Operating Officer and Chief Financial Officer 03/28/2013 Signature of Reporting Person Date /s/ Greg D. Brenneman 03/28/2013 Signature of Reporting Person Date /s/ Stephen Murray 03/28/2013 Signature of Reporting Person Date /s/ Richard Zannino 03/28/2013 Signature of Reporting Person Date

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

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 4(b)(v).

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