Sec Form 4 Filing - USDAN JOHN @ Ascena Retail Group, Inc. - 2012-09-25

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
USDAN JOHN
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
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O ASCENA RETAIL GROUP, INC., 30 DUNNIGAN DRIVE
3. Date of Earliest Transaction (MM/DD/YY)
09/25/2012
(Street)
SUFFERN, NY10901
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 09/25/2012 M 13,600 A $ 3.54 17,600 D
Common 09/25/2012 M 20,000 A $ 11.65 37,600 D
Common 09/25/2012 S 33,600 D $ 21.423 ( 1 ) 4,000 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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 $ 3.54 ( 2 ) 09/25/2012 M 13,600 11/19/2004( 5 ) 11/19/2013 Common 13,600 $ 0 0 D
Option to Buy $ 11.65 ( 3 ) 09/25/2012 M 20,000 11/29/2007( 5 ) 11/29/2016 Common 20,000 $ 0 0 D
Option to Buy $ 7.495 ( 3 ) 09/18/2009( 5 ) 09/18/2018 Common 20,000 20,000 D
Option To Buy $ 8.835 ( 3 ) 09/24/2010( 5 ) 09/24/2019 Common 10,000 10,000 D
Open To Buy $ 11.695 ( 3 ) 09/23/2010( 5 ) 09/23/2020 Common 20,000 20,000 D
Option to Buy $ 12.315 ( 4 ) 09/22/2012( 5 ) 09/22/2021 Common 20,000 20,000 D
Restricted Stock Units ( 6 ) ( 7 ) ( 7 ) Common 5,000 5,000 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
USDAN JOHN
C/O ASCENA RETAIL GROUP, INC.
30 DUNNIGAN DRIVE
SUFFERN, NY10901
X
Signatures
Mary Beth Riley, by power of attorney 09/27/2012
Signature of Reporting Person Date
Explanation of Responses:
( 1 )This transaction was executed in multiple trades ranging from $21.30 to $21.49. 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.
( 2 )Granted under the Company's 1995 Stock Option Plan.
( 3 )Granted under the Company's 2001 Stock Incentive Plan.
( 4 )Granted under the Company's 2010 Stock Incentove Plan
( 5 )Exercisable in three equal annual installments with the first installment on the date indicated
( 6 )Restricted stock units issued under the Company's 2010 Stock Incentive Plan
( 7 )These units vest in three equal installments on September 20, 2013, September 20, 2014 and September 20, 2015

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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