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 OF SECURITIES
                                                                                  
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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(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

BEHRENS VIVIAN
2. Issuer Name and Ticker or Trading Symbol

DRESS BARN INC [ DBRN ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
Senior Vice President
(Last)          (First)          (Middle)

C/O THE DRESS BARN, INC., 30 DUNNIGAN DRIVE
3. Date of Earliest Transaction (MM/DD/YYYY)

9/20/2007
(Street)

SUFFERN, NY 10901
(City)        (State)        (Zip)
4. 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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   9/20/2007     A    2371   (1) (2) (3) A $0   18371   (4) D  
 

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 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   (5) $6.76                   12/9/2003   (7) 12/9/2012   Common   73200     73200   D  
 
Option to Buy   (6) $11.84                   10/12/2006   (7) 10/12/2015   Common   105000     105000   D  
 

Explanation of Responses:
( 1)  These shares of performance-based restricted stock were awarded under the Company's Fiscal 2007 Long-Term Incentive Plan (the "2007 LTIP").
( 2)  These shares vest 1/3 on each of the following three dates: July 28, 2008, July 28, 2009 and July 28, 2010.
( 3)  Each recipient of restricted stock will have the right to vote such shares
( 4)  Includes 2,371 shares of restricted stock awarded under the Company's Fiscal 2007 Long-Term Incentive Plan; 6,000 shares of restricted stock awarded on December 9, 2002 granted pursuant to the Company's 1995 Stock Option Plan, and also includes 10,000 shares of restricted stock awarded on November 29, 2006 granted pursuant to the Company's 2001 Stock Incentive Plan.
( 5)  Granted under the Company's 1995 Stock Option Plan.
( 6)  Granted under the Company's 2001 Stock Incentive Plan
( 7)  Exercisable in five equal annual installments with the first installment exercisable on the date indicated.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
BEHRENS VIVIAN
C/O THE DRESS BARN, INC.
30 DUNNIGAN DRIVE
SUFFERN, NY 10901


Senior Vice President

Signatures
Mary Beth Riley, by power of attorney 9/21/2007
** 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 control number.
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