Amended Statement of Ownership (sc 13g/a)
08 Febbraio 2021 - 8:59PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
FRANCESCA'S HOLDINGS CORPORATION
(Name of Issuer)
Common Stock
(Title of Class of Securities)
351793203
(CUSIP Number)
Frederick DiSanto
C/O Ancora
Advisors, LLC
6060 Parkland Boulevard, Suite 200
Cleveland, Ohio 44124
(216) 825-4000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 8, 2021
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
þ Rule 13d-1(b)
¨ 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 disclosures provided in a prior cover page.
The information required on 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).
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1.
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NAMES
OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Ancora
Advisors, LLC
33-1033773
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) ¨
(b) ¨
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
State of Nevada, United
States of America
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON WITH
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5.
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SOLE VOTING POWER
0
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6.
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SHARED VOTING POWER
0
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7.
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SOLE DISPOSITIVE POWER
0
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8.
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SHARED DISPOSITIVE POWER
0
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
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10.
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see
instructions) ¨
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.0%
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12.
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TYPE OF REPORTING PERSON (see instructions)
IA
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Item 1.
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(a)
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Name of Issuer
FRANCESCA'S HOLDINGS CORPORATION. (the "Issuer")
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(b)
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Address of Issuer’s Principal Executive Offices
8760 Clay Road, Houston, TX 77080
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Item 2.
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(a)
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Name of Person Filing
Ancora Advisors, LLC
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(b)
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Address of the Principal Office or, if none, residence
6060 Parkland
Blvd. Suite 200
Cleveland, OH 44124
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(c)
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Citizenship
Each of the Reporting Persons is a United States company or United States Citizen.
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(d)
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Title of Class of Securities
Common Stock
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(e)
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CUSIP Number
351793203
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Item 3. If this statement is filed pursuant
to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
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(a)
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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
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(b)
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
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(c)
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Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
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(d)
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Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
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(e)
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þ
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An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
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(f)
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An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
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(g)
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A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
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(h)
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A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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(i)
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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);
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(j)
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Group, in accordance with §240.13d-1(b)(1)(ii)(J).
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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.
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(a)
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Amount beneficially owned: 0
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(b)
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Percent of class: 0.0%
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(c)
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Number of shares as to which the person has: 0
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(i)
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Sole power to vote or to direct the vote 0
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(ii)
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Shared power to vote or to direct the vote 0.
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(iii)
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Sole power to dispose or to direct the disposition of 0
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(iv)
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Shared power to dispose or to direct the disposition of 0.
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Instruction. For computations regarding securities which represent a right to
acquire an underlying security see §240.13d-3(d)(1).
Item 5. Ownership of Five Percent or Less of a Class.
Ancora no longer owns 5% or more of the security and this will be the concluding filing.
Item 6. Ownership of More than Five Percent
on Behalf of Another Person.
N/A
Item 7. Identification and Classification of the
Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.
Ancora Holdings Inc. is the parent company of three investment advisors registered with the SEC under the Investment Advisors
Act, as amended: Ancora Advisors LLC, Ancora Family Wealth Advisors, Ancora Alternatives LLC & Ancora Retirement Plan
Advisors (collectively, the "Ancora RIAs"). This statement is filed by Ancora Advisors, LLC and includes, if applicable, Shares
that may be deemed to be beneficially owned by the other Ancora RIAs. Ancora Advisors, LLC is the investment advisor to the
Ancora Trust, which includes the Ancora Income Fund, Ancora Dividend Value Equity Fund, Ancora/Thelen Small-Mid Cap Fund,
and Ancora MicroCap Fund (Ancora Family of Mutual Funds), which are registered with the SEC as investment companies under
the Investment Company Act, as amended. The address of the principal office of Ancora Advisors, LLC is 6060 Parkland Boulevard,
Suite 200, Cleveland, Ohio 44124.
Ancora Advisors, LLC has the power to dispose of the shares owned by the investment clients
for which it acts as advisor, including Ancora’s private Funds, Merlin Partners, Ancora Catalyst LP, their related SPV,
series and managed accounts, as well as the Ancora Family of Mutual Funds. Ancora Advisors disclaims beneficial ownership
of such shares, except to the extent of its pecuniary interest therein.
Other than as disclosed immediately below, during the
last five years the Reporting Person has not been convicted in a criminal proceeding, nor been a party to a civil proceeding
of a judicial or administrative body of competent jurisdiction, as a result of which he was or is subject to a judgment, decree
or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities
laws or finding any violation with respect to such laws. On December 18, 2018, Ancora Advisors LLC entered into a settlement
with the SEC regarding the violation of Section 206(4) under the Investment Advisers Act of 1940 ("Advisers Act") and Rule
206(4)-5 thereunder, due to the contributing of more than the allowable $350 contribution to certain political campaigns.
Ancora consented to the Order and paid a penalty in the amount of $100,000.
Item 8. Identification and Classification of Members of the Group.
N/A
Item 9. Notice of Dissolution of Group.
N/A
Item 10. Certification.
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(a)
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The following certification shall be included if the statement is filed pursuant to §240.13d-1(b):
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By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were
acquired and are held in the ordinary course of business and 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.
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(b)
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The following certification shall be included if the statement is filed pursuant to
§240.13d-1(c):
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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.
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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.
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Ancora Advisors, LLC
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/s/ Frederick DiSanto
Frederick DiSanto
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Chairman and Chief Executive
Officer
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February 8, 2021
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