SEC FORM 4

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

RAYDEN MICHAEL W

(Last)

(First)

(Middle)

C/O ASCENA RETAIL GROUP, INC.

30 DUNNIGAN DRIVE

(Street)

SUFFERN

10901

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Ascena Retail Group, Inc. [ ASNA ]

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	CEO, Tween Brands, Inc.

3. Date of Earliest Transaction (Month/Day/Year)
09/26/2012

4. 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 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common	09/26/2012		M		40,000	A	$11.695	44,761	D
Common	09/26/2012		S		40,000	D	$21.1009⁽¹⁾	4,761	D
Common								13,284	I⁽²⁾	See Footnote 1.

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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Option To Buy	$10.395⁽³⁾							12/09/2010⁽⁴⁾	12/09/2019	Common	80,000		80,000	D
Option To Buy	$11.695⁽³⁾	09/26/2012		M			40,000	09/23/2011⁽⁴⁾	09/23/2020	Common	40,000	$0	80,000	D
Option To Buy	$13.135⁽³⁾							09/21/2012⁽⁴⁾	09/21/2021	Common	120,000		120,000	D
Restricted Stock Units	⁽⁵⁾							⁽⁶⁾	⁽⁶⁾	Common	77,970		77,970	D
Option To Buy⁽³⁾	$20.79							09/20/2013	09/20/2022	Common	80,000		80,000	D
Restricted Stock Units	⁽⁷⁾⁽⁸⁾							⁽⁹⁾	⁽⁹⁾	Common	47,576		47,576	D

Explanation of Responses:

1. This transaction was executed in multiple trades ranging from $21.04 to $21.19. The price reported above reflects the weighted average sale price. Detailed information regarding the number of shares sold at each separate price will be provided upon request by the Commission staff, the issuer or a security holder of the issuer.

2. Shares by Diane Nye, Mr. Rayden's wife. Mr. Rayden disclaims ownership of these shares.

3. Granted under the Company's 2010 Stock Incentive Plan.

4. Exercisable in four equal installments with the first installment on the date indicated.

5. Each restricted stock unit ("RSU") represents a contingent right to receive one share of Ascena common stock.

6. The number of RSU's to be received will be based upon the percentage achievement by Ascena of certain financial performance targets for Ascena's fiscal years 2012, 2013 and 2014.

7. These shares of performance based stock were awarded under the Company's 2015 Long Term Incentive Plan (the "2015 LTIP").

8. Each restricted stock unit ("RSU") represents a contingent right to receive one share of Ascena common stock.

9. The number of RSU's to be received will be based upon the percentage of achievement by Ascena of certain financial performance targets for Ascena's fiscal year 2013, 2014 and 2015.

Remarks:

	/s/ Gene Wexler, Attorney-in-Fact	09/27/2012
	** 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 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).
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