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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Ascena Retail Group, Inc. [ ASNA ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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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)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | 1,852(1) | D | $18.6518 | 3,148 | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 | ||||||||
Restricted Share Units | (2) | 12/10/2012 | M | 5,000 | (7) | (7) | Common | 5,000 | $0 | 5,000 | D | ||||
Option to Buy(3) | $14.185 | 12/06/2012(4) | 12/06/2021(4) | Common | 50,000 | 50,000 | D | ||||||||
Restricted Share Units | (5) | (6) | (6) | Common | 20,000 | 20,000 | D | ||||||||
Restricted Stock Units | (8) | (9) | (9) | Common | 10,000 | 10,000 | D | ||||||||
Option To Buy(3) | $20.79 | 09/20/2013(4) | 09/20/2022(4) | Common | 30,000 | 30,000 | D | ||||||||
Restricted Stock Units | (11) | (12) | (12) | Common | 12,000(10)(14) | 12,000 | D | ||||||||
Restricted Stock Units | (10)(14) | (13) | (13) | Common | 30,000 | 30,000 | D |
Explanation of Responses: |
1. Shares sold to pay taxes due upon vesting of restricted stock. |
2. Not applicable |
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 will vest 50%, with the first vesting on December 6, 2012. |
8. Restricted share units issued under the Comnpany's 2010 Stock Incentive Plan. |
9. These units vested in two 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 year 2013, 2014 and 2015. |
13. These shares will vest 10% over three years, these shares will vest 15% in the fourth year, these shares will vest 20% the fifth year, and 35% the sixth year. The first vesting will be September 20, 2013. |
14. 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, 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |