Schedule 13G/A

Filed by: CROSS RIVER CAPITAL MANAGEMENT LLC
Total Shares: 3,779,810
Subject Company: Francescas Holdings Corp - View Complete Ownership History Backtest
Filed as of Date: 05/16/2019
Event Date: 05/03/2019
Overall % Ownership: 10.9

Reporting Persons

Name Sole
Voting Power
Shared
Voting Power
Sole
Dispositive Power
Shared
Dispositive Power
Aggregate
Amount Owned
Percent
of class
Cross River Capital Management LLC 0 3,633,800 0 3,633,800 3,633,800 10.4%
Cross River Management LLC 0 3,633,800 0 3,633,800 3,633,800 10.4%
Cross River Partners LP 0 3,633,800 0 3,633,800 3,633,800 10.4%
Richard Murphy 146,000 3,633,800 146,000 3,633,800 3,779,810 10.9%
View Original Filing on Edgar's

Raw Filing Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

 

 

Francesca’s Holdings Corporation
(Name of Issuer)

 

 

Common Stock, par value $.01 per share
(Title of Class of Securities)

 

 

351793104
(CUSIP Number)

 

 

May 3, 2019
(Date of Event Which Requires Filing of this Statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

[_] Rule 13d-1(b)

 

[X] Rule 13d-1(c)

 

[_] Rule 13d-1(d)

 

__________

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 
 

 

CUSIP No 351793104    

 

1. NAME OF REPORTING PERSONS  
  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)  
     
  Cross River Capital Management LLC  
     
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
    (a)  [_]
    (b)  [_]
     
3. SEC USE ONLY  
     
     
4. CITIZENSHIP OR PLACE OF ORGANIZATION  
     
  Delaware  
     
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
     
5. SOLE VOTING POWER  
     
  0  
     
6. SHARED VOTING POWER  
     
  3,633,800  
     
7. SOLE DISPOSITIVE POWER  
     
  0  
     
8. SHARED DISPOSITIVE POWER  
     
  3,633,800  
     
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     
  3,633,800  
     
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)  
    [_]
     
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)  
     
  10.4%  
     
12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)  
     
  OO  
 
 

 

CUSIP No 351793104  

 

1. NAME OF REPORTING PERSONS  
  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)  
     
  Cross River Management LLC  
     
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
    (a)  [_]
    (b)  [_]
     
3. SEC USE ONLY  
     
     
4. CITIZENSHIP OR PLACE OF ORGANIZATION  
     
  Delaware  
     
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
     
5. SOLE VOTING POWER  
     
  0  
     
6. SHARED VOTING POWER  
     
  3,633,800  
     
7. SOLE DISPOSITIVE POWER  
     
  0  
     
8. SHARED DISPOSITIVE POWER  
     
  3,633,800  
     
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     
  3,633,800  
     
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)  
    [_]
     
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)  
     
  10.4%  
     
12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)  
     
  OO  
 
 

 

CUSIP No 351793104  

 

1. NAME OF REPORTING PERSONS  
  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)  
     
  Cross River Partners LP  
     
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
    (a)  [_]
    (b)  [_]
     
3. SEC USE ONLY  
     
     
4. CITIZENSHIP OR PLACE OF ORGANIZATION  
     
  Delaware  
     
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
     
5. SOLE VOTING POWER  
     
  0  
     
6. SHARED VOTING POWER  
     
  3,633,800  
     
7. SOLE DISPOSITIVE POWER  
     
  0  
     
8. SHARED DISPOSITIVE POWER  
     
 

3,633,800

 

 
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     
  3,633,800  
     
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)  
    [_]
     
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)  
     
  10.4%  
     
12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)  
     
  PN  

  

 

 
 

 

CUSIP No 351793104    

 

1. NAME OF REPORTING PERSONS  
  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)  
     
  Richard Murphy  
     
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
    (a)  [_]
    (b)  [_]
     
3. SEC USE ONLY  
     
     
4. CITIZENSHIP OR PLACE OF ORGANIZATION  
     
  United States of America  
     
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
     
5. SOLE VOTING POWER  
     
  146,000  
     
6. SHARED VOTING POWER  
     
  3,633,800  
     
7. SOLE DISPOSITIVE POWER  
     
  146,000  
     
8. SHARED DISPOSITIVE POWER  
     
  3,633,800  
     
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     
  3,779,800  
     
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)  
    [_]
     
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)  
     
  10.9%  
     
12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)  
     
  IN  
 
 

 

CUSIP No 351793104    

 

Item 1. (a). Name of Issuer:  
       
    Francesca’s Holdings Corporation  
       
  (b). Address of Issuer's Principal Executive Offices:  
       
   

8760 Clay Road

Houston, TX 77080

United States of America

 
       
       
Item 2. (a). Name of Person Filing:  
       
   

Cross River Capital Management LLC

Cross River Management LLC

Cross River Partners LP

Richard Murphy

 
       
  (b). Address of Principal Business Office, or if None, Residence:  
       
   

Cross River Capital Management LLC

31 Bailey Avenue, Unit D

Ridgefield, Connecticut 06877

United States of America

 

Cross River Management LLC

31 Bailey Avenue, Unit D

Ridgefield, Connecticut 06877

United States of America

 

Cross River Partners LP

c/o Cross River Management LLC

31 Bailey Avenue, Unit D

Ridgefield, Connecticut 06877

United States of America

 

Richard Murphy

c/o Cross River Management LLC

31 Bailey Avenue, Unit D

Ridgefield, Connecticut 06877

United States of America

 
       
  (c) Citizenship:  
       
   

Cross River Capital Management LLC – Delaware

Cross River Management LLC – Delaware

Cross River Partners LP – Delaware

Richard Murphy – United States of America

 
       
  (d).   Title of Class of Securities:  
       
    Common Stock, par value $.01 per share  
       
 
 

 

 

 

(e).

 

CUSIP Number:

 
       
    351793104  

  

Item 3. If This Statement is filed pursuant to ss.240.13d-1(b) or 240.13d-2(b), or (c), check whether the person filing is a

 

  (a) [_] Broker or dealer registered under Section 15 of the Exchange Act (15 U.S.C. 78c).
       
  (b) [_] Bank as defined in Section 3(a)(6) of the Exchange Act (15 U.S.C. 78c).
       
  (c) [_] Insurance company as defined in Section 3(a)(19) of the Exchange Act (15 U.S.C. 78c).
       
  (d) [_] Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
       
  (e) [_] An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
       
  (f) [_] An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
       
  (g) [_] A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
       
  (h) [_] A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.1813);
       
  (i) [_] A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
       
  (j)   [_] Group, in accordance with s.240.13d-1(b)(1)(ii)(J).

 

Item 4. Ownership.
 
  Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
   
  (a)   Amount beneficially owned:
     
   

Cross River Capital Management LLC – 3,633,800

Cross River Management LLC – 3,633,800

Cross River Partners LP – 3,633,800

Richard Murphy – 3,779,800

     
  (b)   Percent of class:
     
   

Cross River Capital Management LLC – 10.4%

Cross River Management LLC – 10.4%

Cross River Partners LP – 10.4%

Richard Murphy – 10.9%

     
  (c)   Number of shares as to which the person has:
     
    (i) Sole power to vote or to direct the vote    
     

 

Cross River Capital Management LLC – 0

Cross River Management LLC – 0

Cross River Partners LP – 0

Richard Murphy – 146,000 

 
          
             
 
 

 

    (ii) Shared power to vote or to direct the vote    

 

          

Cross River Capital Management LLC – 3,633,800

Cross River Management LLC – 3,633,800

Cross River Partners LP – 3,633,800

Richard Murphy – 3,633,800 

 

 

    (iii) Sole power to dispose or to direct the disposition of    
     

 

Cross River Capital Management LLC – 0

Cross River Management LLC – 0

Cross River Partners LP – 0

Richard Murphy – 146,000

 

 
    (iv)   Shared power to dispose or to direct the disposition of    
     

 

Cross River Capital Management LLC – 3,633,800

Cross River Management LLC – 3,633,800

Cross River Partners LP – 3,633,800

Richard Murphy – 3,633,800

 

  

Item 5. Ownership of Five Percent or Less of a Class.
   
  If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [_].
   
  N/A
   
Item 6. Ownership of More Than Five Percent on Behalf of Another Person.
   
  If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than five percent of the class, such person should be identified.  A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
   
  N/A
   
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.
   
  If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary.  If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
   
  N/A

 

 
 

 

 

   
Item 8. Identification and Classification of Members of the Group.
   
  If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group.  If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.
   
  N/A
 

 

Item 9. Notice of Dissolution of Group.
   
  Notice of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect to transactions in the security reported on will be filed, if required, by members of the group, in their individual capacity.  See Item 5.

 

  N/A
   
Item 10. Certification.
   
  By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
   

 

 

 
 

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

  May 15, 2019
  (Date)

 

  Cross River Capital Management LLC*
   
  By:  /s/ Richard Murphy
  Name:  Richard Murphy
  Title: Managing Member
 

 

 

  Cross River Management LLC*
   
  By:  /s/ Richard Murphy
  Name: Richard Murphy
  Title: Managing Member
 

 

 

  Cross River Partners LP*
   
  By: Cross River Capital Management LLC, its general partner
   
  By:  /s/ Richard Murphy
  Name: Richard Murphy
  Title: Managing Member
 

 

 

  Richard Murphy*
   
  /s/ Richard Murphy

 

 

* This Reporting Person disclaims beneficial ownership in the Common Stock, except to the extent of his or its pecuniary interest therein.

 

The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person, evidence of the representative's authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.

Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See s.240.13d-7 for other parties for whom copies are to be sent.

Attention. Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001).

 

 

 
 

Exhibit A

 

AGREEMENT

 

The undersigned agree that this Amendment No. 1 to Schedule 13G dated May 15, 2019 relating to the Common Stock, par value $.01 per share, of Francesca’s Holdings Corporation shall be filed on behalf of the undersigned.

 

  Cross River Capital Management LLC
   
  By:  /s/ Richard Murphy
  Name:  Richard Murphy
  Title: Managing Member
 

 

 

  Cross River Management LLC
   
  By:  /s/ Richard Murphy
  Name: Richard Murphy
  Title: Managing Member
 

 

 

  Cross River Partners LP
   
  By: Cross River Capital Management LLC, its general partner
   
  By:  /s/ Richard Murphy
  Name: Richard Murphy
  Title: Managing Member
 

 

 

  Richard Murphy
   
  /s/ Richard Murphy

 

 

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