Mahwah Bergen Retail (ASNA) Form 4 Ascena Retail / GARY MUTO ownership change

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
05/01/2019

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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								224,926	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction 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 (Month/Day/Year)		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: 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
Restricted Stock Units(1)	(2)	05/01/2019		A		1,957,627		(3)(4)	(3)(4)	Common	1,957,627	$0	1,957,627	D
Options To Buy(1)	$1.17	05/01/2019		A		2,750,000		(3)(4)	(3)(4)	Common	2,750,000	$0	2,750,000	D

Explanation of Responses:

1. Granted under the Company's 2016 Ominibus Incentive Plan.

2. Restricted stock units convert into common stock on a one-for-one basis.

3. Subject to the grantee's continued employment from the grant date through the applicable vesting date: 25% of each of the Restricted Stock Units (l"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 together with the $3 Hurdle

4. and $5 Hurdle, the "Hurdles"); provided, however, if a Hurdle is actually achieved prior to 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 grant date, subject to the grantee's continued employment 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.

Remarks:

Note: Footnotes 3 and 4 is one footnote due to the length of the explanation.

	Mary Beth Riley, Power of Attorney	05/03/2019
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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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