X0306 4 2012-12-13 0001498301 Ascena Retail Group, Inc. ASNA 0001200534 WEXLER GENE C/O ASCENA RETAIL GROUP, INC. 30 DUNNIGAN DRIVE SUFFERN NY 10901 0 1 0 0 SVP, General Counsel Common 2012-12-13 4 M 0 20000 7.495 A 25626 D Common 2012-12-13 4 S 0 20000 18.2931 D 5626 D Option to Buy 11.65 2007-11-29 2016-11-29 Common 8000 8000 D Option to Buy 7.495 2012-12-13 4 M 0 20000 0 D 2009-09-18 2018-09-18 Common 20000 80000 D Option To Buy 8.835 2010-09-24 2019-09-24 Common 40000 40000 D Option To Buy 11.695 2011-09-23 2020-09-23 Common 40000 40000 D Option To Buy 13.135 2012-09-21 2021-09-21 Common 30000 30000 D Restricted Stock Units Common 7500 7500 D Restricted Stock Units Common 12500 12500 D Option To Buy 20.79 2013-09-20 2022-09-20 Common 17500 17500 D Restricted Stock Units Common 4375 4375 D 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. This transaction was executed in multiple trades ranging from $18.25 to $18.32. 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. Granted under the Company's 2001 Stock Incentive Plan. Granted under the Company's 2010 Stock Incentive Plan Exercisable in five equal annual installments with the first installment on the date indicated. Exercisable in four equal annual installments with the first installment on the date indicated. Each restricted stock unit ("RSU") represents a contingent right to receive one share of Ascena common stock under the 2014 LTIP. 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. Restricted stock units issued under the Company 2010 Stock Incentive Plan. These units vest in 2 equal installments on June 19, 2013 and June 19, 2014. These shares of performance based stock were awarded under the Company's 2015 Long Term Incentive Plan (the "2015 LTIP"). Each restricted stock unit ("RSU") represents a contingent right to receive one share of Ascena common stock. 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. 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. Mary Beth Riley, by power of attorney 2012-12-13