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) 02/29/2012 (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 02/29/2012   S   936,476 (1) D $ 23 15,712,969.649 D (4)   Common Stock 02/29/2012   S   826,334 (2) D $ 23 13,864,920.105 D (5)   Common Stock 02/29/2012   S   110,142 (3) D $ 23 1,848,049.544 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. 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		03/02/2012
**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		03/02/2012
**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		03/02/2012
**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		03/02/2012
**Signature of Reporting Person		Date
CCMP Capital Associates GP, LLC /s/ Stephen P. Murray, President and CEO		03/02/2012
**Signature of Reporting Person		Date
/s/ Greg D. Brenneman		03/02/2012
**Signature of Reporting Person		Date
/s/ Stephen P. Murray		03/02/2012
**Signature of Reporting Person		Date
/s/ Richard Zannino		03/02/2012
**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. (826,334 shares) and CCMP Capital Investors (Cayman) II, L.P. (110,142 shares) in an underwritten public offering completed on February 29, 2012 pursuant to the underwriters' exercise of their over-allotment option.
(2)	Represents shares of the Issuer's common stock sold by CCMP Capital Investors II, L.P. in an underwritten public offering completed on February 29, 2012 pursuant to the underwriters' exercise of their over-allotment option.
(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 February 29, 2012 pursuant to the underwriters' exercise of their over-allotment option.
(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.

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