Brian E Lynch Form 3 Ascena Retail / Brian E Lynch ownership change

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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^*

Lynch Brian E

(Last) (First) (Middle)

C/O ASCENA RETAIL GROUP, INC.

933 MACARTHUR BOULEVARD

(Street)

MAHWAH NJ 07430

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/04/2016

3. Issuer Name and Ticker or Trading Symbol
Ascena Retail Group, Inc. [ ASNA ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Operating Officer

5. If Amendment, Date of Original Filed (Month/Day/Year)

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	12,053	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: 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
Option To Buy(1)	06/03/2016	06/03/2022	Common	50,000	15.19	D
Restricted Stock Units(1)	(2)	(2)	Common	45,000	(3)	D
Option To Buy(1)	09/29/2016	09/29/2022	Common	52,730	13.48	D
Restricted Stock Units(1)	(4)	(4)	Common	11,899	(3)	D
Option To Buy(5)	09/21/2017	09/21/2023	Common	107,774	5.56	D
Restricted Stock Units(5)	(6)	(6)	Common	35,173	(3)	D

Explanation of Responses:

1. Granted under the Company's 2010 Stock Incentive Plan.

2. On June 3, 2015, the reporting person was granted 60,000 restricted stock units, vesting in four equal 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 September 29, 2015, the reporting person was granted 17,850 restricted stock units, vesting in three equal annual installments beginning on the first anniversary of the grant date.

5. Granted under the Company's 2016 Omnibus Incentive Plan.

6. On September 21, 2016, the reporting person was granted 35,173 restricted stock units, vesting in three equal annual installments beginning on the first anniversary of the grant date.

Remarks:

EXHIBIT LIST: EX-24 - Power of Attorney Brian E. Lynch

	Mary Beth Riley By Power Of Attoney	10/07/2016
	** 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).
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