Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT 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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(Print or Type Responses)
1. Name and Address of Reporting Person *
WEXLER GENE
   2. Issuer Name and Ticker or Trading Symbol
Ascena Retail Group, Inc. [ASNA] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
SVP, General Counsel
(Last)
(First)
(Middle)
C/O ASCENA RETAIL GROUP, INC., 30 DUNNIGAN DRIVE		 3. Date of Earliest Transaction (Month/Day/Year)
12/13/2012
(Street)

SUFFERN, NY 10901		 4. If Amendment, Date 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
(City)
(State)
(Zip)
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 12/13/2012   M   20,000 A $ 7.495 25,626 (1) D  
Common 12/13/2012   S   20,000 D $ 18.2931 (2) 5,626 (1) D  

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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 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Option to Buy $ 11.65 (3)             11/29/2007(5) 11/29/2016 Common 8,000   8,000 D  
Option to Buy $ 7.495 (3) 12/13/2012   M     20,000 09/18/2009(5) 09/18/2018 Common 20,000 $ 0 80,000 D  
Option To Buy $ 8.835 (3)             09/24/2010(6) 09/24/2019 Common 40,000   40,000 D  
Option To Buy $ 11.695 (3)             09/23/2011 09/23/2020 Common 40,000   40,000 D  
Option To Buy $ 13.135 (4)             09/21/2012(6) 09/21/2021 Common 30,000   30,000 D  
Restricted Stock Units (7)               (8)   (8) Common 7,500   7,500 D  
Restricted Stock Units (9)               (10)   (10) Common 12,500   12,500 D  
Option To Buy $ 20.79 (4)             09/20/2013(6) 09/20/2022 Common 17,500   17,500 D  
Restricted Stock Units (11) (12) (14)               (13)   (13) Common 4,375   4,375 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
WEXLER GENE
C/O ASCENA RETAIL GROUP, INC.
30 DUNNIGAN DRIVE
SUFFERN, NY 10901		       SVP, General Counsel  

Signatures

 Mary Beth Riley, by power of attorney   12/13/2012
**Signature of Reporting Person Date

Explanation of Responses:

* 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 5,497 restricted shares awarded under the Company's Fiscal 2011 Long Term Incentive Plan the "2011 LTIP". These shares vest on the following dates: 7/30/13, and 7/30/14.
(2) This transaction was executed in multiple trades ranging from $18.25 to $18.32. The price reported above reflects the weighted average sale price. Detailed information regarding the number of shares sold at each separate price will be provided upon request by the Commission staff, the issuer or a security holder of the issuer.
(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) Each restricted stock unit ("RSU") represents a contingent right to receive one share of Ascena common stock under the 2014 LTIP.
(8) 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.
(9) Restricted stock units issued under the Company 2010 Stock Incentive Plan.
(10) These units vest in 2 equal installments on June 19, 2013 and June 19, 2014.
(11) These shares of performance based stock were awarded under the Company's 2015 Long Term Incentive Plan (the "2015 LTIP").
(12) Each restricted stock unit ("RSU") represents a contingent right to receive one share of Ascena common stock.
(13) 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 years 2013, 2014 and 2015.
(14) 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.

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