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 ELLIOT S

(Last) (First) (Middle)
C/O THE DRESS BARN, INC.
30 DUNNIGAN DRIVE

(Street)
SUFFERN NY 10901

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
DRESS BARN INC [ DBRN ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
X Officer (give title below) Other (specify below)
Chairman
3. Date of Earliest Transaction (Month/Day/Year)
12/07/2006
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)
Code V Amount (A) or (D) Price
Common 12/07/2006 M 60,000 A $6.76 408,344(1) D
Common 12/07/2006 S 29,700 D $24.5 378,644(1) D
Common 12/07/2006 S 9,837 D $24.53 368,807(1) D
Common 12/07/2006 S 463 D $24.55 368,344(1) D
Common 235,256(2) I See Footnote (2)
Common 14,621,320(3) I See Footnote (3)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Option To Buy(4) $11.84 10/12/2006(5) 10/12/2015 Common 240,000 240,000 D
Option To Buy(6) $6.76 12/07/2006 M 60,000 12/09/2003(5) 12/09/2012 Common 60,000 $0 120,000 D
Explanation of Responses:
1. Includes shares of restricted stock granted on March 7, 2005 pursuant to the Company's Stock Incentive Plan.
2. Shares are held by Roslyn Jaffe, Mr. Jaffe's wife, Mr. Jaffe disclaims beneficial ownership of these shares
3. Shares are held by The Jaffe FLP Voting Trust (the "Trust") of which Mr. Jaffe is trustee. The filing of this Form 4 shall not be construed as an admission that Mr. Jaffe is for the purposes of Section 16 of the Securities Act of 1934, the beneficial owner of the equity securities owned by the Trust.
4. Granted under the Company's 2001 Stock Incentive Plan.
5. Exerciasable in five equal annual installments with the first installment on the date indicated
6. Granted under the Company's 1995 Stock Option Plan.
Remarks:
Mary Beth Riley, by power of attorney 12/08/2006
** 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.