Sec Form 3 Filing - Baldwin Marisa @ Ascena Retail Group, Inc. - 2019-11-13

FORM 3 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 Baldwin Marisa 2. Issuer Name and Ticker or Trading Symbol Ascena Retail Group, Inc. [ ASNA] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) EVP, CHRO (Last) (First) (Middle) C/O ASCENA RETAIL GROUP, INC., 933 MACARTHUR BOULEVARD 3. Date of Earliest Transaction (MM/DD/YY) 11/13/2019 (Street) MAHWAH, NJ07430 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 37,652 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 Restricted Stock Units ( 1 ) ( 3 ) ( 2 ) ( 2 ) Common 13,334 D Option to Buy ( 4 ) $ 12.8 ( 5 ) 10/23/2022 Common 38,005 D Option To Buy ( 6 ) $ 5.56 ( 7 ) 09/21/2023 Common 60,377 D Option To Buy ( 6 ) $ 2.6 ( 8 ) 12/04/2024 Common 28,148 D Option to Buy ( 6 ) $ 3.92 ( 9 ) 10/03/2025 Common 24,868 D Option To Buy ( 6 ) $ 0.26 ( 10 ) 10/02/2026 Common 100,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Baldwin Marisa C/O ASCENA RETAIL GROUP, INC. 933 MACARTHUR BOULEVARD MAHWAH, NJ07430 EVP, CHRO Signatures Mary Beth Riley, Power of Attorney 11/18/2019 Signature of Reporting Person Date

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

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).

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