FORM 4
[ X ] 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 OF SECURITIES
                                                                                  
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OMB Number: 3235-0287
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

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/YYYY)

3/26/2013
(Street)

NEW YORK, NY 10167
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   3/26/2013     S    7247731   (1) D $28.36   0   D   (4)  
Common Stock   3/26/2013     S    6395304   (2) D $28.36   0   D   (5)  
Common Stock   3/26/2013     S    852427   (3) D $28.36   0   D   (6)  

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

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

Reporting Owners
Reporting Owner Name / Address
Relationships
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


Signatures
CCMP Capital, LLC, /s/ Marc Unger, Chief Operating Officer and Chief Financial Officer 3/28/2013
** 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 3/28/2013
** 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 3/28/2013
** 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 3/28/2013
** Signature of Reporting Person Date

CCMP Capital Associates GP, LLC, /s/ Marc Unger, Chief Operating Officer and Chief Financial Officer 3/28/2013
** Signature of Reporting Person Date

/s/ Greg D. Brenneman 3/28/2013
** Signature of Reporting Person Date

/s/ Stephen Murray 3/28/2013
** Signature of Reporting Person Date

/s/ Richard Zannino 3/28/2013
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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