MURRAY STEPHEN Form 4 Filed 2013-03-28

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 (Month/Day/Year)
03/26/2013

(Street)

NEW YORK, NY 10167

(City)

(State)

(Zip)

4. If Amendment, Date 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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
CCMP Capital, LLC 245 PARK AVENUE NEW YORK, NY 10167	X	X
CCMP Capital Investors II, L.P. 245 PARK AVENUE NEW YORK, NY 10167	X	X
CCMP Capital Investors (Cayman) II, L.P. 245 PARK AVENUE NEW YORK, NY 10167	X	X
CCMP Capital Associates, L.P. 245 PARK AVENUE NEW YORK, NY 10167	X	X
CCMP Capital Associates GP, LLC 245 PARK AVENUE NEW YORK, NY 10167	X	X
Brenneman Greg Dean 245 PARK AVENUE NEW YORK, NY 10167	X	X
MURRAY STEPHEN CCMP CAPITAL ADVISORS, LLC 245 PARK AVENUE NEW YORK, NY 10067	X	X
ZANNINO RICHARD F C/O IAC/INTERACTIVECORP 555 WEST 18TH STREET NEW YORK, NY 10011	X	X

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

	Signatures
	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
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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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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.