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^*

Baldwin Marisa

(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)
11/13/2019

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

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP, CHRO

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	37,652	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)
Restricted Stock Units⁽¹⁾	⁽²⁾	⁽²⁾	Common	13,334	⁽³⁾	D
Option to Buy⁽⁴⁾	⁽⁵⁾	10/23/2022	Common	38,005	$12.8	D
Option To Buy⁽⁶⁾	⁽⁷⁾	09/21/2023	Common	60,377	$5.56	D
Option To Buy⁽⁶⁾	⁽⁸⁾	12/04/2024	Common	28,148	$2.6	D
Option to Buy⁽⁶⁾	⁽⁹⁾	10/03/2025	Common	24,868	$3.92	D
Option To Buy⁽⁶⁾	⁽¹⁰⁾	10/02/2026	Common	100,000	$0.26	D

Explanation of Responses:

1. Restricted stock units issued under the Company's 2010 Stock Incentive Plan.

2. On September 29, 2015, the reporting person was granted 40,000 restricted stock units, vesting in three annual installments beginning September 29, 2018.

3. Restricted stock units convert into common stock on a one-for-one basis.

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

5. On October 23, 2015, the reporting person was granted 38,005 non-qualified stock options, vesting in three annual installments beginning on October 23, 2016.

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

7. On September 21, 2016, the reporting person was granted 60,377 non-qualified stock options, vesting in three annual installments beginning on September 21, 2017.

8. On December 4, 2017 the reporting person was granted 28,148 non-qualified stock options, vesting in two annual installments beginning on December 4, 2018.

9. On October 3, 2018, the reporting person was granted 24,868 non-qualified stock options, vesting in two annual installments beginning on October 3, 2019.

10. On October 2, 2019, the reporting person was granted 100,000 non-qualified stock options, vesting in two annual installments beginning on October 2, 2020.

Remarks:

EXHIBIT LIST: EX-24: Power of Attorney Marisa Baldwin

	Mary Beth Riley, Power of Attorney	11/18/2019
	** 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.