Mahwah Bergen Retail (ASNA) Form 3 Ascena Retail / GARY MUTO 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^*

MUTO GARY

(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)
08/01/2017

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)
President & CEO-ascena brands

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	133,307	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
Restricted Stock Units(1)	(2)	(2)	Common	80,000	0	D
Restricted Stock Units(1)	(3)	(3)	Common	31,997	0	D
Restricted Stock Units(4)	(5)	(5)	Common	73,892	0	D

Explanation of Responses:

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

2. On September 29, 2015, the reporting person was granted 80,000 restricted stock units, vesting in three equal annual installments beginning September 29, 2018.

3. On October 23, 2015, the reporting person was granted 48,000 restricted stock units, vesting in three equal annual installments beginning on the first anniversary of the grant date.

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

5. On September 21, 2016, the reporting person was granted 73,892 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 Gary Muto

	Mary Beth Riley, Power of Attorney	08/03/2017
	** 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).
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