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 OF SECURITIES 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 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 (City) (State) (Zip) 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)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 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, 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		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:

*	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).
(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

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