Statement of Changes in Beneficial Ownership (4)
May 03 2019 - 8:56AM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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
*
Teffner Carrie W.
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2. Issuer Name
and
Ticker or Trading Symbol
Ascena Retail Group, Inc.
[
ASNA
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
Interim Executive Chair
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(Last)
(First)
(Middle)
C/O ASCENA RETAIL GROUP, INC., 933 MACARTHUR BOULEVARD
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3. Date of Earliest Transaction
(MM/DD/YYYY)
5/1/2019
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(Street)
MAHWAH, NJ 07430
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common
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0
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D
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Restricted Stock Units
(1)
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(2)
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5/1/2019
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A
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533898
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(3)
(4)
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(3)
(4)
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Common
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533898
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$0
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533898
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D
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Options to Buy
(1)
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$1.17
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5/1/2019
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A
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750000
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(3)
(4)
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(3)
(4)
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Common
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750000
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$0
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750000
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D
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Explanation of Responses:
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(1)
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Granted under the Company's 2016 Omnibus Incentive Plan.
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(2)
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Restricted stock units convert into common stock on a one-for-one basis.
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(3)
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Subject to the grantee's continued employment or service as a member of the Board from the grant date through the applicable vesting date: 25% of each of the Restrcted Stock Units ("RSUs") and Non-Qualified Stock Options ("NQSOs") will be eligible to vest if the closing price of the Company's common stock equals or exceeds $3.00 per share for a 20-consecutive trading day period on or prior to the third anniversay of the grant date (the "$3 Hurdle"); an additional 25% of each of the RSUs and NQSOs will be eligible to vest if the closing price of the Company's common stock equals or exceeds $5 per share for a 20-consecutive trading day period on or prior to the third anniversary of the grant date (the "$5 Hurdle"); and the remaining 50% of each of the RSUs and NQSOs will be eligible to vest if the closing price of the Company's common stock equals or exceeds $7 per share for a 20-consecutive trading day period on or prior to the third annivesary of the grant date (the "$7 Hurdle" and
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(4)
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together with the $3 Hurdle and $5 Hurdle, the "Hurdles"); provided, however, if a Hurdle is actually achieved prior the the second anniverary of the grant date, the portion of the RSUs and NQSOs related to the Hurdle that was actually achieved prior to the second anniverary of the grant date will vest on the second anniversary of the the grant date, subject to the grantee's continued employment or service as a member of the Board from the grant date through the second anniversary of the grant date. Any portion of the RSUs and NQSOs for which the applicable Hurdle is not actually achieved by the third anniversary of the grant date will be forfeited for no consideration.
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Remarks:
Note: Footnotes 3 and 4 is one footnote due to the length of the explanation.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Teffner Carrie W.
C/O ASCENA RETAIL GROUP, INC.
933 MACARTHUR BOULEVARD
MAHWAH, NJ 07430
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X
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Interim Executive Chair
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Signatures
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Mary Beth Riley, Power of Attorney
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5/3/2019
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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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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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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 control number.
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