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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
| 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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Options to Buy | $ 3.38 (2) | 12/09/2003(5) | 12/09/2012 | Common | 600,000 | 600,000 | D | ||||||||
| Option To Buy | $ 5.92 (3) | 10/12/2006(5) | 10/12/2015 | Common | 600,000 | 600,000 | D | ||||||||
| Option to Buy | $ 7.495 (3) | 09/18/2009(5) | 09/18/2018 | Common | 500,000 | 500,000 | D | ||||||||
| Option To Buy | $ 8.835 (3) | 09/24/2010(6) | 09/24/2019 | Common | 160,000 | 160,000 | D | ||||||||
| Option To Buy | $ 15 (3) | 12/09/2010(6) | 12/09/2019 | Common | 300,000 | 300,000 | D | ||||||||
| Option To Buy | $ 11.695 (3) | 09/23/2011(6) | 09/23/2020 | Common | 160,000 | 160,000 | D | ||||||||
| Option To Buy | $ 15 (3) | 09/23/2011(6) | 09/23/2020 | Common | 150,000 | 150,000 | D | ||||||||
| Option To Buy | $ 15.545 (4) | 03/09/2012(7) | 03/09/2021 | Common | 88,644 | 88,644 | D | ||||||||
| Option To Buy | $ 13.135 (4) | 09/21/2012(6) | 09/21/2021 | Common | 160,000 | 160,000 | D | ||||||||
| Restricted Stock Units | (8) | (9) | (9) | Common | 160,000 | 160,000 | D | ||||||||
| Performance Share Units | (10) | (11) | (11) | Common | 46,158 | 46,158 | D | ||||||||
| Restricted Share Units | (12) | (13) | (13) | Common | 35,000 | 35,000 | D | ||||||||
| Option To Buy | $ 20.79 (4) | 09/20/2013(6) | 09/20/2022(6) | Common | 80,000 | 80,000 | D | ||||||||
| Option To Buy | $ 20.79 (4) | 09/20/2013(6) | 09/20/2022(6) | Common | 170,000 | 170,000 | D | ||||||||
| Restricted Stock Units | (19) | 10/23/2012 | J | 250,000 (17) | (19) | (19) | Common | 250,000 | $ 0 | 0 | D | ||||
| Restricted StocK Units | (15) | 10/23/2012 | A | 250,000 (14) (18) | (16) | (16) | Common | 250,000 | $ 0 | 250,000 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| JAFFE DAVID R C/O ASCENA RETAIL GROUP, INC. 30 DUNNIGAN DRIVE SUFFERN, NY 10901 |
X | President & CEO | ||
| Mary Beth Riley, by power of attorney | 10/25/2012 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | Includes 156,890 shares of performance based shares awarded under the Company's 2012 Long Term Incentive Plan (the "2012 LTIP") |
| (2) | Granted under the Company's 1995 Stock Option Plan |
| (3) | Granted under the Company's 2001 Stock Incentive Plan |
| (4) | Granted under the Company's 2010 Stock Incentive Plan. |
| (5) | Exercisable in five equal annual installments with the first installment on the date indicated. |
| (6) | Exercisable in four equal annual installments with the first installment on the date indicated. |
| (7) | Vests 100% one year from date of grant. |
| (8) | Each restricted stock unit ("RSU") represents a contingent right to receive one share of Ascena common stock under the 2014 LTIP. |
| (9) | The number of RSU's to be received will be based upon the percentage achievement by Ascena of certain financial performance targets for Ascena's fiscal years 2012, 2013 and 2014. |
| (10) | These shares of performance based shares were awarded under the Company's 2011 Long Term Incentive Plan (the "2011 LTIP"). |
| (11) | These shares vest 1/3 on each of the following dates: July 30, 2012, July 30, 2013, and July 30, 2014. |
| (12) | Restricted share units issued under the Company's 2010 Stock Incentive Plan. |
| (13) | These units vested in two equal installments on June 19, 2013 and June 19, 2014. |
| (14) | These shares of performance based stock were awarded under the Company's 2015 Long Term Incentive Plan (the "2015 LTIP"). |
| (15) | Each restricted stock unit ("RSU") represents a contingent right to receive one share of Ascena common stock. |
| (16) | The number of RSU's to be received will be based upon the percentage of achievement by Ascena of certain financial performance targets for Ascena's fiscal year 2013, 2014 and 2015. |
| (17) | Represents the rescission on 10/23/2012 of the shares awarded under the Company's 2015 Long Term Incentive Plan granted on 9/20/2012. |
| (18) | Granted subject to stockholder approval of the amendment of the 2010 Stock Incentive Plan, as amended, at the Company's Annual Meeting of Stockholders on 12/11/2012. |
| (19) | Not applicable. |