Thomassee Cindy Form 3 Francesca's / Cindy Thomassee ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Thomassee Cindy

(Last) (First) (Middle)

C/O FRANCESCA'S HOLDINGS CORPORATION

8760 CLAY ROAD

(Street)

HOUSTON TX 77080

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/19/2019

3. Issuer Name and Ticker or Trading Symbol
Francesca's Holdings CORP [ FRAN ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Executive Vice President & CFO

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	912(1)(2)	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Option (right to buy)	(3)	04/30/2020	Common Stock	2,125(1)	44.88	D
Restricted Stock Units	(4)	(4)	Common Stock	7,211(1)	(5)	D

Explanation of Responses:

1. On July 1, 2019, the Issuer effected a 1-for-12 reverse stock split of its common stock (the "Reverse Stock Split"). The amount of securities reported on this Form 3 have been adjusted to reflect the Reverse Stock Split.

2. Includes (i) 653 shares of restricted stock granted on March 20, 2018 and (ii) 122 shares of restricted stock granted on March 14, 2017, in each case granted under the Francesca's Holdings Corporation 2015 Equity Incentive Plan that will vest in one installment on the third anniversary of the grant date, subject to the Reporting Person's continued service to the Issuer.

3. This stock option was granted on May 1, 2010 and is fully vested.

4. Represents restricted stock units granted to the Reporting Person on April 5, 2019 under the Francesca's Holdings Corporation 2015 Equity Incentive Plan that will vest in one installment on the third anniversary of the grant date, subject to the Reporting Person's continued service to the Issuer.

5. Each restricted stock unit represents the contingent right to receive one share of the Issuer's common stock. The restricted stock units can be settled in shares of the Issuer's common stock or cash at the option of the Issuer.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Cynthia Thomassee	07/19/2019
	** 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 5 (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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