SEC FORM 4

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^*

JAFFE DAVID R

(Last)

(First)

(Middle)

C/O ASCENA RETAIL GROUP, INC.

30 DUNNIGAN DRIVE

(Street)

SUFFERN

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)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President & CEO

3. Date of Earliest Transaction (Month/Day/Year)
06/01/2012

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common	06/01/2012		M		600,000	A	$3.78	10,552,328	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Option to Buy	$3.78⁽¹⁾	06/01/2012		M			600,000	06/04/2003⁽⁴⁾	06/04/2012	Common	600,000	$0	0	D
Options to Buy	$3.38⁽¹⁾							12/09/2003⁽⁴⁾	12/09/2012	Common	600,000		600,000	D
Option To Buy	$5.92⁽²⁾							10/12/2006⁽⁴⁾	10/12/2015	Common	600,000		600,000	D
Option to Buy	$7.495⁽²⁾							09/18/2009⁽⁴⁾	09/18/2018	Common	500,000		500,000	D
Option To Buy	$8.835⁽²⁾							09/24/2010⁽⁵⁾	09/24/2019	Common	160,000		160,000	D
Option To Buy	$15⁽²⁾							12/09/2010⁽⁵⁾	12/09/2019	Common	300,000		300,000	D
Option To Buy	$11.695⁽²⁾							09/23/2011⁽⁵⁾	09/23/2020	Common	160,000		160,000	D
Option To Buy	$15⁽²⁾							09/23/2011⁽⁵⁾	09/23/2020	Common	150,000		150,000	D
Option To Buy	$15.545⁽³⁾							03/09/2012⁽⁶⁾	03/09/2021	Common	88,644		88,644	D
Option To Buy	$13.135⁽³⁾							09/21/2012⁽⁵⁾	09/21/2021	Common	160,000		160,000	D
Restricted Stock Units	⁽⁷⁾							⁽⁸⁾	⁽⁸⁾	Common	160,000		160,000	D
Performance Share Units	⁽⁹⁾							⁽¹⁰⁾	⁽¹⁰⁾	Common	46,158		46,158	D

Explanation of Responses:

1. Granted under the Company's 1995 Stock Option Plan

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. Vests 100% one year from date of grant.

7. Each restricted stock unit ("RSU") represents a contingent right to receive one share of Ascena common stock under the 2014 LTIP.

8. 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.

9. These shares of performance based shares were awarded under the Company's 2011 Long Term Incentive Plan (the "2011 LTIP").

10. These shares vest 1/3 on each of the following dates: July 30, 2012, July 30, 2013, and July 30, 2014.

Remarks:

	Mary Beth Riley, by power of attorney	06/01/2012
	** 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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