SEC FORM 3

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Trolaro Kevin Michael

(Last)

(First)

(Middle)

C/O ASCENA RETAIL GROUP, INC.

933 MACARTHUR BOULEVARD

(Street)

MAHWAH

07430

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
08/03/2020

3. Issuer Name and Ticker or Trading Symbol
Ascena Retail Group, Inc. [ ASNAQ ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	VP, Chief Accounting Officer

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common	398.9	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Option To Buy⁽¹⁾⁽²⁾	⁽³⁾	09/25/2020	Common	100	$398.2	D
Option To Buy⁽¹⁾⁽²⁾	⁽⁴⁾	09/23/2021	Common	100	$282.4	D
Option To Buy⁽¹⁾⁽²⁾	⁽⁵⁾	09/29/2022	Common	185	$269.6	D
Option To Buy⁽²⁾⁽⁶⁾	⁽⁷⁾	09/21/2023	Common	369	$111.2	D
Option To Buy⁽²⁾⁽⁶⁾	⁽⁸⁾	09/27/2024	Common	643	$47.4	D
Option To Buy⁽²⁾⁽⁶⁾	⁽⁹⁾	10/03/2025	Common	258	$78.4	D
Option To Buy⁽²⁾⁽⁶⁾	⁽¹⁰⁾	10/02/2026	Common	1,250	$5.2	D

Explanation of Responses:

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

2. Reflects Ascena Retail Group, Inc.'s Twenty-for-One Reverse Stock Split.

3. On September 25, 2013, the reporting person was granted 100 non-qualified stock options, vesting in three annual installments beginning on the first anniversary of the grant date.

4. On September 23, 2014, the reporting person was granted 100 non-qualified stock options, vesting in three annual installments beginning on the first anniversary of the grant date.

5. On September 29, 2015, the reporting person was granted 185 non-qualified stock options, vesting in three annual installments beginning on the first anniversary of the grant date.

6. Granted under the Company's 2016 Omnibus Incentive Plan, as amended.

7. On September 21, 2016, the reporting person was granted 369 non-qualified stock options, vesting in three annual installments beginning on the first anniversary of the grant date.

8. On September 27, 2017, the reporting person was granted 643 non-qualified stock options, vesting in two annual installments beginning on the first anniversary of the grant date.

9. On October 3, 2018, the reporting person was granted 258 non-qualified stock options, vesting in two annual installments beginning on the first anniversary of the grant date.

10. On October 2, 2019, the reporting person was granted 1,250 non-qualified stock options, vesting in two annual installments beginning on the first anniversary of the grant date.

Remarks:

EXHIBIT LIST: EX-24: Power of Attorney Kevin Michael Trolaro

	Gary Holland, Power of Attorney	08/12/2020
	** 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 5 (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.