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*
CORREIA ARMAND

(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)
Executive Vice President & CFO
3. Date of Earliest Transaction (Month/Day/Year)
01/19/2012
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 01/19/2012 M 10,000 A $11.84 17,613 (1) D
Common 01/19/2012 S 10,000 D $35.4 7,613 (1) D
Common 01/20/2012 M 20,000 A $11.84 27,613 (1) D
Common 01/20/2012 S 20,000 D $35.4293 7,613 (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 $11.84 (3) 01/19/2012 M 10,000 10/12/2006 (2) 10/12/2015 Common 10,000 $0 23,000 D
Option To Buy $11.84 (3) 01/20/2012 M 20,000 10/12/2006 (2) 10/12/2015 Common 20,000 $0 3,000 D
Option to Buy $14.99 (3) 09/18/2009 (2) 09/18/2018 Common 60,000 60,000 D
Option To Buy $17.67 (3) 09/24/2010 (4) 09/24/2019 Common 20,000 20,000 D
Option To Buy $23.39 (3) 09/23/2011 (4) 09/23/2020 Common 25,000 25,000 D
Option To Buy $26.27 (5) 09/21/2012 (4) 09/21/2021 Common 25,000 25,000 D
Restricted Stock Units (7) (6) (6) Common 10,000 10,000 D
Explanation of Responses:
1. Includes 1,000 restricted shares issued under the Company's 2001 Stock Incentive Plan amd 6,463 performance based shares awared under the Company's 2011 Long Term Incentive Plan the "2011 LTIP").
2. Exercisable in five equal annual installments with the first installment exercisable on the date indicated.
3. Granted under the Company's 2001 Stock Incentive Plan
4. Exercisable in four equal annual installments with the first installment exercisable on the date indicated.
5. Granted under the Company's 2010 Stock Incentive Plan.
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. Each restricted stock unit ("RSU") represents a contingent right to receive one share of Ascena common stock under the 2014 LTIP.
Remarks:
Mary Beth Riley, by power of attorney 01/20/2012
** 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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