Ownership Submission
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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(Print or Type Responses)
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)
04/23/2012
(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 04/23/2012   S   8,465,238 (1) D $ 27.6 7,247,731 D (4)  
Common Stock 04/23/2012   S   7,469,616 (2) D $ 27.6 6,395,304 D (5)  
Common Stock 04/23/2012   S   995,622 (3) D $ 27.6 852,427 D (6)  

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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.
C/O WALKERS SERVICES LTD, WALKER HOUSE
87 MARY STREET, GEORGE TOWN
GRAND CAYMAN, E9 KY1-9005
  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
C/O CCMP CAPITAL, LLC
245 PARK AVENUE
NEW YORK, NY 10167
  X   X    
MURRAY STEPHEN
C/O CCMP CAPITAL, LLC
245 PARK AVENUE
NEW YORK, NY 10067
  X   X    
ZANNINO RICHARD F
C/O CCMP CAPITAL, LLC
245 PARK AVENUE
NEW YORK, NY 10167
  X   X    

Signatures

 CCMP Capital, LLC, /s/ Stephen P. Murray, President and CEO   04/24/2012
**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/ Stephen P. Murray, President and CEO   04/24/2012
**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/ Stephen P. Murray, President and CEO   04/24/2012
**Signature of Reporting Person Date

 CCMP Capital Associates, L.P., By CCMP Capital Associates GP, LLC, its general partner, /s/ Stephen P. Murray, President and CEO   04/24/2012
**Signature of Reporting Person Date

 CCMP Capital Associates GP, LLC, /s/ Stephen P. Murray, President and CEO   04/24/2012
**Signature of Reporting Person Date

 /s/ Greg D. Brenneman   04/24/2012
**Signature of Reporting Person Date

 /s/ Stephen P. Murray   04/24/2012
**Signature of Reporting Person Date

 /s/ Richard Zannino   04/24/2012
**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 sold by CCMP Capital Investors II, L.P. (7,469,616 shares) and CCMP Capital Investors (Cayman) II, L.P. (995,622 shares) in an underwritten public offering completed on April 23, 2012.
(2) Represents shares of the Issuer's common stock sold by CCMP Capital Investors II, L.P. in an underwritten public offering completed on April 23, 2012.
(3) Represents shares of the Issuer's common stock sold by CCMP Capital Investors (Cayman) II, L.P. in an underwritten public offering completed on April 23, 2012.
(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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