FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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
                      

1. Name and Address of Reporting Person *

Trolaro Kevin Michael

2. Date of Event Requiring Statement (MM/DD/YYYY)
8/25/2017 

3. Issuer Name and Ticker or Trading Symbol

Ascena Retail Group, Inc. [ASNA]

(Last)        (First)        (Middle)

C/O ASCENA RETAIL GROUP, INC., 933 MACARTHUR BOULEVARD

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

_____ Director                            _____ 10% Owner
___ X ___ Officer (give title below)          _____ Other (specify below)
Int. Principal Acct. Officer /

(Street)

MAHWAH, NJ 07430       

(City)              (State)              (Zip)
5. If Amendment, Date Original Filed (MM/DD/YYYY)

 

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   5469   D  
 

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units   (1)   (2)   (2) Common   169     (3) D  
 
Restricted Stock Units   (1)   (4)   (4) Common   335     (3) D  
 
Restricted Stock Units   (1)   (5)   (5) Common   836     (3) D  
 
Restricted Stock Units   (6)   (7)   (7) Common   2414     (3) D  
 
Option To Buy   (1) 6/19/2014   6/19/2020   Common   2500   $17.67   D  
 
Option To Buy   (1) 9/25/2014   9/25/2020   Common   2000   $19.91   D  
 
Option To Buy   (1) 9/23/2015   9/23/2021   Common   2000   $14.12   D  
 
Option To Buy   (1) 9/29/2016   9/29/2022   Common   3702   $13.48   D  
 
Option To Buy   (6) 9/21/2017   9/21/2023   Common   7396   $5.56   D  
 

Explanation of Responses:
(1)  Granted under the Company's 2010 Incentive Stock Plan.
(2)  On Septemnber 25, 2013, the reporting person was granted 667 restricted stock units, vesting in four annual installments beginning on the first anniversary of the grant date.
(3)  Restricted stock units convert into common stock on a one-for-one basis.
(4)  On Septmber 23, 2014, the reporting person was granted 667 restricted stock units, vesting in four annual installments begininng on the first anniversary of the grant date.
(5)  On September 29, 2015, the reporing person was granted 1,253 restricted stock units, vesting in three annual installments begininng on the first anniversary of the grant date.
(6)  Granted under the Company's 2016 Omnibus Incentive Plan.
(7)  On September 21, 2016, the reporting person was granted 2,414 restricted stock units, vesting in three annual installments begininng on the first anniversary of the grant date.

Remarks:
EXHIBIT LIST: EX-24: Power of Attorney Kevin Trolaro

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Trolaro Kevin Michael
C/O ASCENA RETAIL GROUP, INC.
933 MACARTHUR BOULEVARD
MAHWAH, NJ 07430


Int. Principal Acct. Officer

Signatures
Mary Beth Riley, Power of Attorney 8/31/2017
** 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 control number.
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