Sec Form 3 Filing - Thomassee Cindy @ Francesca's Holdings CORP - 2019-07-19

Insider filing report for Changes in Beneficial Ownership
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FORM 3
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
Thomassee Cindy
2. Issuer Name and Ticker or Trading Symbol
Francesca's Holdings CORP [ FRAN]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Executive Vice President & CFO
(Last) (First) (Middle)
C/O FRANCESCA'S HOLDINGS CORPORATION, 8760 CLAY ROAD
3. Date of Earliest Transaction (MM/DD/YY)
07/19/2019
(Street)
HOUSTON, TX77080
4. If Amendment, Date Original Filed (MM/DD/YY)
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 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 912 ( 1 ) ( 2 ) D
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
Employee Stock Option (right to buy) $ 44.88 ( 3 ) 04/30/2020 Common Stock 2,125 ( 1 ) D
Restricted Stock Units ( 5 ) ( 4 ) ( 4 ) Common Stock 7,211 ( 1 ) D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Thomassee Cindy
C/O FRANCESCA'S HOLDINGS CORPORATION
8760 CLAY ROAD
HOUSTON, TX77080
Executive Vice President & CFO
Signatures
/s/ Cynthia Thomassee 07/19/2019
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On July 1, 2019, the Issuer effected a 1-for-12 reverse stock split of its common stock (the "Reverse Stock Split"). The amount of securities reported on this Form 3 have been adjusted to reflect the Reverse Stock Split.
( 2 )Includes (i) 653 shares of restricted stock granted on March 20, 2018 and (ii) 122 shares of restricted stock granted on March 14, 2017, in each case granted under the Francesca's Holdings Corporation 2015 Equity Incentive Plan that will vest in one installment on the third anniversary of the grant date, subject to the Reporting Person's continued service to the Issuer.
( 3 )This stock option was granted on May 1, 2010 and is fully vested.
( 4 )Represents restricted stock units granted to the Reporting Person on April 5, 2019 under the Francesca's Holdings Corporation 2015 Equity Incentive Plan that will vest in one installment on the third anniversary of the grant date, subject to the Reporting Person's continued service to the Issuer.
( 5 )Each restricted stock unit represents the contingent right to receive one share of the Issuer's common stock. The restricted stock units can be settled in shares of the Issuer's common stock or cash at the option of the Issuer.

Remarks:
Exhibit 24 - Power of Attorney

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