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*
WEXLER GENE

(Last) (First) (Middle)
C/O ASCENA RETAIL GROUP, INC.
30 DUNNIGAN DRIVE

(Street)
SUFFERN NY 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)
Director 10% Owner
X Officer (give title below) Other (specify below)
SVP, General Counsel
3. Date of Earliest Transaction (Month/Day/Year)
12/10/2012
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)
Code V Amount (A) or (D) Price
Common 12/10/2012 S 7,000 D $18.9251 5,626 (1) D
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Option to Buy $11.65 (2) 11/29/2007 (4) 11/29/2016 Common 8,000 8,000 D
Option to Buy $7.495 (2) 09/18/2009 (4) 09/18/2018 Common 100,000 100,000 D
Option To Buy $8.835 (2) 09/24/2010 (5) 09/24/2019 Common 40,000 40,000 D
Option To Buy $11.695 (2) 09/23/2011 09/23/2020 Common 40,000 40,000 D
Option To Buy $13.135 (3) 09/21/2012 (5) 09/21/2021 Common 30,000 30,000 D
Restricted Stock Units (6) (7) (7) Common 7,500 7,500 D
Restricted Stock Units (8) (9) (9) Common 12,500 12,500 D
Option To Buy $20.79 (3) 09/20/2013 (5) 09/20/2022 Common 17,500 17,500 D
Restricted Stock Units (10) (11) (13) (12) (12) Common 4,375 4,375 D
Explanation of Responses:
1. Includes 5,497 restricted shares awarded under the Company's Fiscal 2011 Long Term Incentive Plan the "2011 LTIP". These shares vest on the following dates: 7/30/13, and 7/30/14.
2. Granted under the Company's 2001 Stock Incentive Plan.
3. Granted under the Company's 2010 Stock Incentive Plan
4. Exercisable in five equal annual installments with the first installment on the date indicated.
5. Exercisable in four equal annual installments with the first installment on the date indicated.
6. Each restricted stock unit ("RSU") represents a contingent right to receive one share of Ascena common stock under the 2014 LTIP.
7. 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.
8. Restricted stock units issued under the Company 2010 Stock Incentive Plan.
9. These units vest in 2 equal installments on June 19, 2013 and June 19, 2014.
10. These shares of performance based stock were awarded under the Company's 2015 Long Term Incentive Plan (the "2015 LTIP").
11. Each restricted stock unit ("RSU") represents a contingent right to receive one share of Ascena common stock.
12. 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 years 2013, 2014 and 2015.
13. Granted subject to stockholder approval of the amendment of the 2010 Stock Incentive Plan, as amended, at the Company's Annual Meeting of Stockholders on 12/11/2012.
Remarks:
Mary Beth Riley, by power of attorney 12/11/2012
** 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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