| 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 |
| |||||||||||||||
| 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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Ascena Retail Group, Inc. [ ASNA ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| ||||||||||||||||||||||||
| 3. Date of Earliest Transaction (Month/Day/Year) 10/02/2019 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
| |||||||||||||||||||||||||
| 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 | 10,189 | 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 | ||||||||
| Options To Buy(1) | $0.26 | 10/02/2019 | A | 100,000 | 10/02/2020(2) | 10/02/2026(2) | Common | 100,000 | $0 | 100,000 | D | ||||
| Options To Buy(1) | $0.26 | 10/02/2019 | A | 50,000 | (3)(4) | (3)(4) | Common | 50,000 | $0 | 50,000 | D | ||||
| Explanation of Responses: |
| 1. Granted under the Company's 2016 Omnibus Incentive Plan. |
| 2. On October 2, 2019, the reporting person was granted 100,000 non-qualified stock options, vesting in two annual installments beginning on the first anniversary of the grant date. |
| 3. Subject to the grantee's continued employment from the grant date through the applicable vesting date: 25% of the 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 anniversary of the grant date (the "$3 Hurdle"); an additional 25% of the 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 the 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 anniversary of the grant date; (the "$7 Hurdle"), provided, however, if the $3 Hurdle, the $5 Hurdle and/or the $7 Hurdle is actually achieved prior the second |
| 4. anniversary of the grant date, the portion of the NQSOs related to the achievement of the $3 Hurdle, $5 Hurdle and $7 Hurdle that was actually achieved prior to the second anniversary 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. If the $3 Hurdle, $5 Hurdle and/or $7 Hurdle is not actually achieved by the third anniversary of the grant date, all NQSOs that did not vest as of the third anniversary 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 | 10/04/2019 | |
| ** 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 Number. | ||
