UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
(Amendment No. 1)*
ASCENA RETAIL GROUP, INC.
(Name of Issuer)
Common Stock, Par Value $0.01 Per Share
(Title of Class of Securities)
04351G101
(CUSIP Number)
December 31, 2015
(Date of Event which Requires Filing
of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| ☐ | Rule 13d-1(b) | |
| ☒ | Rule 13d-1(c) | |
| ☐ | Rule 13d-1(d) |
*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
Page 1 of 12
CUSIP No. 04351G101 | 13G | Page 2 of 12 Pages |
1 | NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Point72 Asset Management, L.P. | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐ (b) ☒ | ||
3 | SEC USE ONLY | ||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 5 | SOLE VOTING POWER 0 | |
6 | SHARED VOTING POWER 880,000 (see Item 4) | ||
7 | SOLE DISPOSITIVE POWER 0 | ||
8 | SHARED DISPOSITIVE POWER 880,000 (see Item 4) | ||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 880,000 (see Item 4) | ||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐ | ||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.4% (see Item 4) | ||
12 | TYPE OF REPORTING PERSON* PN | ||
*SEE INSTRUCTION BEFORE FILLING OUT
Page 2 of 12
CUSIP No. 04351G101 �� | 13G | Page 3 of 12 Pages |
1 | NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Point72 Capital Advisors, Inc. | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐ (b) ☒ | ||
3 | SEC USE ONLY | ||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 5 | SOLE VOTING POWER 0 | |
6 | SHARED VOTING POWER 880,000 (see Item 4) | ||
7 | SOLE DISPOSITIVE POWER 0 | ||
8 | SHARED DISPOSITIVE POWER 880,000 (see Item 4) | ||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 880,000 (see Item 4) | ||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐ | ||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.4% (see Item 4) | ||
12 | TYPE OF REPORTING PERSON* CO | ||
*SEE INSTRUCTION BEFORE FILLING OUT
Page 3 of 12
CUSIP No. 04351G101 | 13G | Page 4 of 12 Pages |
1 | NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Cubist Systematic Strategies, LLC | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐ (b) ☒ | ||
3 | SEC USE ONLY | ||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 5 | SOLE VOTING POWER 0 | |
6 | SHARED VOTING POWER 312,033 (see Item 4) | ||
7 | SOLE DISPOSITIVE POWER 0 | ||
8 | SHARED DISPOSITIVE POWER 312,033 (see Item 4) | ||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 312,033 (see Item 4) | ||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐ | ||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.2% (see Item 4) | ||
12 | TYPE OF REPORTING PERSON* OO | ||
*SEE INSTRUCTION BEFORE FILLING OUT
Page 4 of 12
CUSIP No. 04351G101 | 13G | Page 5 of 12 Pages |
1 | NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON EverPoint Asset Management, LLC | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐ (b) ☒ | ||
3 | SEC USE ONLY | ||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 5 | SOLE VOTING POWER 0 | |
6 | SHARED VOTING POWER 370,000 (a) (see Item 4) | ||
7 | SOLE DISPOSITIVE POWER 0 | ||
8 | SHARED DISPOSITIVE POWER 370,000 (a) (see Item 4) | ||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 370,000 (a) (see Item 4) | ||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐ | ||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.2% (a) (see Item 4) | ||
12 | TYPE OF REPORTING PERSON* OO | ||
*SEE INSTRUCTION BEFORE FILLING OUT
Page 5 of 12
CUSIP No. 04351G101 | 13G | Page 6 of 12 Pages |
1 | NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Rubric Capital Management, LLC | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐ (b) ☒ | ||
3 | SEC USE ONLY | ||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 5 | SOLE VOTING POWER 0 | |
6 | SHARED VOTING POWER 5,600,000 (see Item 4) | ||
7 | SOLE DISPOSITIVE POWER 0 | ||
8 | SHARED DISPOSITIVE POWER 5,600,000 (see Item 4) | ||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,600,000 (see Item 4) | ||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐ | ||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 2.9% (see Item 4) | ||
12 | TYPE OF REPORTING PERSON* OO | ||
*SEE INSTRUCTION BEFORE FILLING OUT
Page 6 of 12
CUSIP No. 04351G101 | 13G | Page 7 of 12 Pages |
1 | NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Steven A. Cohen | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐ (b) ☒ | ||
3 | SEC USE ONLY | ||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION United States | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 5 | SOLE VOTING POWER 0 | |
6 | SHARED VOTING POWER 7,162,033 (a) (see Item 4) | ||
7 | SOLE DISPOSITIVE POWER 0 | ||
8 | SHARED DISPOSITIVE POWER 7,162,033 (a) (see Item 4) | ||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,162,033 (a) (see Item 4) | ||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐ | ||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 3.7% (a) (see Item 4) | ||
12 | TYPE OF REPORTING PERSON* IN | ||
*SEE INSTRUCTION BEFORE FILLING OUT
Page 7 of 12
| Item 1(a) | Name of Issuer: |
| Ascena Retail Group, Inc. | |
| Item 1(b) | Address of Issuer's Principal Executive Offices: |
| 933 MacArthur Boulevard, Mahwah, New Jersey 07430 | |
| Item 2(a) | Name of Person Filing: |
| This statement is filed by: (i) Point72 Asset Management, L.P. (“Point72 Asset Management”) with respect to shares of Common Stock, $0.01 par value per share (“Shares”), of the Issuer held by certain investment funds it manages; (ii) Point72 Capital Advisors, Inc. (“Point72 Capital Advisors Inc.”) with respect to Shares held by certain investment funds managed by Point72 Asset Management; (iii) Cubist Systematic Strategies, LLC (“Cubist Systematic Strategies”) with respect to Shares held by certain investment funds it manages; (iv) EverPoint Asset Management, LLC (“EverPoint Asset Management”) with respect to Shares held by certain investment funds it manages; (v) Rubric Capital Management, LLC (“Rubric Capital Management”) with respect to Shares held by certain investment funds it manages; and (vi) Steven A. Cohen with respect to Shares beneficially owned by Point72 Asset Management, Point72 Capital Advisors Inc., Cubist Systematic Strategies, EverPoint Asset Management and Rubric Capital Management. | |
Item 2(b) | Address or Principal Business Office: |
| The address of the principal business office of (i) Point72 Asset Management, Point72 Capital Advisors Inc., Rubric Capital Management and Mr. Cohen is 72 Cummings Point Road, Stamford, CT 06902; (ii) Cubist Systematic Strategies is 330 Madison Avenue, New York, NY 10173; and (iii) EverPoint Asset Management is 510 Madison Avenue, New York, NY 10022. | |
| Item 2(c) | Citizenship: |
| Point72 Asset Management is a Delaware limited partnership. Point72 Capital Advisors Inc. is a Delaware corporation. Cubist Systematic Strategies, EverPoint Asset Management and Rubric Capital Management are Delaware limited liability companies. Mr. Cohen is a United States citizen. | |
| Item 2(d) | Title of Class of Securities: |
| Common Stock, par value $0.01 per share | |
Page 8 of 12
| Item 2(e) | CUSIP Number: |
| 04351G101 | |
| Item 3 | Not Applicable |
| Item 4 | Ownership: |
| The percentages used herein are calculated based upon the Shares of common stock issued and outstanding as of November 27, 2015, as reported on the Issuer's quarterly report on Form 10-Q filed with the Securities and Exchange Commission by the Issuer for the quarterly period ended October 24, 2015. | |
| As of the close of business on December 31, 2015: | |
| 1. Point72 Asset Management, L.P. | |
| (a) Amount beneficially owned: 880,000 | |
| (b) Percent of class: 0.4% | |
| (c)(i) Sole power to vote or direct the vote: -0- | |
| (ii) Shared power to vote or direct the vote: 880,000 | |
| (iii) Sole power to dispose or direct the disposition: -0- | |
| (iv) Shared power to dispose or direct the disposition: 880,000 | |
| 2. Point72 Capital Advisors, Inc. | |
| (a) Amount beneficially owned: 880,000 | |
| (b) Percent of class: 0.4% | |
| (c)(i) Sole power to vote or direct the vote: -0- | |
| (ii) Shared power to vote or direct the vote: 880,000 | |
| (iii) Sole power to dispose or direct the disposition: -0- | |
| (iv) Shared power to dispose or direct the disposition: 880,000 | |
| 3. Cubist Systematic Strategies, LLC | |
| (a) Amount beneficially owned: 312,033 | |
| (b) Percent of class: 0.2% | |
| (c)(i) Sole power to vote or direct the vote: -0- | |
| (ii) Shared power to vote or direct the vote: 312,033 | |
| (iii) Sole power to dispose or direct the disposition: -0- | |
| (iv) Shared power to dispose or direct the disposition: 312,033 | |
| 4. EverPoint Asset Management, LLC | |
| (a) Amount beneficially owned: 370,000 (a) | |
| (b) Percent of class: 0.2% (a) | |
| (c)(i) Sole power to vote or direct the vote: -0- | |
| (ii) Shared power to vote or direct the vote: 370,000 (a) | |
| (iii) Sole power to dispose or direct the disposition: -0- | |
| (iv) Shared power to dispose or direct the disposition: 370,000 (a) | |
| 5. Rubric Capital Management, LLC | |
| (a) Amount beneficially owned: 5,600,000 | |
| (b) Percent of class: 2.9% | |
| (c)(i) Sole power to vote or direct the vote: -0- |
Page 9 of 12
| (ii) Shared power to vote or direct the vote: 5,600,000 | ||
| (iii) Sole power to dispose or direct the disposition: -0- | ||
| (iv) Shared power to dispose or direct the disposition: 5,600,000 | ||
| 6. Steven A. Cohen | ||
| (a) Amount beneficially owned: 7,162,033 (a) | ||
| (b) Percent of class: 3.7% (a) | ||
| (c)(i) Sole power to vote or direct the vote: -0- | ||
| (ii) Shared power to vote or direct the vote: 7,162,033 (a) | ||
| (iii) Sole power to dispose or direct the disposition: -0- | ||
| (iv) Shared power to dispose or direct the disposition: 7,162,033 (a) | ||
| (a) | Includes 370,000 Shares subject to call options held by an investment fund managed by EverPoint Asset Management. | |
| Point72 Asset Management, Point72 Capital Advisors Inc., Cubist Systematic Strategies, EverPoint Asset Management, Rubric Capital Management and Mr. Cohen own directly no Shares. Pursuant to an investment management agreement, Point72 Asset Management maintains investment and voting power with respect to the securities held by certain investment funds it manages. Point72 Capital Advisors Inc. is the general partner of Point72 Asset Management. Pursuant to an investment management agreement, Cubist Systematic Strategies maintains investment and voting power with respect to the securities held by certain investment funds it manages. Pursuant to an investment management agreement, EverPoint Asset Management maintains investment and voting power with respect to the securities held by certain investment funds it manages. Pursuant to an investment management agreement, Rubric Capital Management maintains investment and voting power with respect to the securities held by certain investment funds it manages. Mr. Cohen controls each of Point72 Capital Advisors Inc., Cubist Systematic Strategies, EverPoint Asset Management and Rubric Capital Management. As of December 31, 2015, by reason of the provisions of Rule 13d-3 of the Securities Exchange Act of 1934, as amended, each of (i) Point72 Asset Management, Point72 Capital Advisors Inc. and Mr. Cohen may be deemed to beneficially own 880,000 Shares (constituting approximately 0.4% of the Shares outstanding); (ii) Cubist Systematic Strategies and Mr. Cohen may be deemed to beneficially own 312,033 Shares (constituting approximately 0.2% of the Shares outstanding); (iii) EverPoint Asset Management and Mr. Cohen may be deemed to beneficially own 370,000 (a) Shares (constituting approximately 0.2% (a) of the Shares outstanding); and (iv) Rubric Capital Management and Mr. Cohen may be deemed to beneficially own 5,600,000 Shares (constituting approximately 2.9% of the Shares outstanding). Each of Point72 Asset Management, Point72 Capital Advisors Inc., Cubist Systematic Strategies, EverPoint Asset Management, Rubric Capital Management and Mr. Cohen disclaims beneficial ownership of any of the securities covered by this statement. | ||
Page 10 of 12
| Item 5 | Ownership of Five Percent or Less of a Class: |
| If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following. ☒ | |
| Item 6 | Ownership of More than Five Percent on Behalf of Another Person: |
| Not Applicable | |
| Item 7 | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company: |
| Not Applicable | |
| Item 8 | Identification and Classification of Members of the Group: |
| Not Applicable | |
| Item 9 | Notice of Dissolution of Group: |
| Not Applicable | |
| Item 10 | Certification: |
By signing below the signatory certifies that, to the best of his knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
Page 11 of 12
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: February 16, 2016
POINT72 ASSET MANAGEMENT, L.P.
By: /s/ Kevin J. O’Connor
Name: Kevin J. O’Connor
Title: Authorized Person
POINT72 CAPITAL ADVISORS, INC.
By: /s/ Kevin J. O’Connor
Name: Kevin J. O’Connor
Title: Authorized Person
CUBIST SYSTEMATIC STRATEGIES, LLC
By: /s/ Kevin J. O’Connor
Name: Kevin J. O’Connor
Title: Authorized Person
EVERPOINT ASSET MANAGEMENT, LLC
By: /s/ Kevin J. O’Connor
Name: Kevin J. O’Connor
Title: Authorized Person
RUBRIC CAPITAL MANAGEMENT, LLC
By: /s/ Kevin J. O’Connor
Name: Kevin J. O’Connor
Title: Authorized Person
STEVEN A. COHEN
By: /s/ Kevin J. O’Connor
Name: Kevin J. O’Connor
Title: Authorized Person
Page 12 of 12