Ownership Submission
FORM 3
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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 *
  Lynch Brian E
 2. Date of Event Requiring Statement (Month/Day/Year)
10/04/2016		 3. Issuer Name and Ticker or Trading Symbol
Ascena Retail Group, Inc. [ASNA]
(Last)
(First)
(Middle)
C/O ASCENA RETAIL GROUP, INC., 933 MACARTHUR BOULEVARD		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Operating Officer
 5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

MAHWAH, NJ 07430		 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 Beneficially Owned
1.Title of Security
(Instr. 4)		 2. Amount of Securities Beneficially Owned
(Instr. 4)		 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)		 4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common 12,053
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)		 2. Date Exercisable and Expiration Date
(Month/Day/Year)		 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)		 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)		 6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Option To Buy (1) 06/03/2016 06/03/2022 Common 50,000 $ 15.19 D  
Restricted Stock Units (1)   (2)   (2) Common 45,000 $ (3) D  
Option To Buy (1) 09/29/2016 09/29/2022 Common 52,730 $ 13.48 D  
Restricted Stock Units (1)   (4)   (4) Common 11,899 $ (3) D  
Option To Buy (5) 09/21/2017 09/21/2023 Common 107,774 $ 5.56 D  
Restricted Stock Units (5)   (6)   (6) Common 35,173 $ (3) D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Lynch Brian E
C/O ASCENA RETAIL GROUP, INC.
933 MACARTHUR BOULEVARD
MAHWAH, NJ 07430		       Chief Operating Officer  

Signatures

Mary Beth Riley By Power Of Attoney 10/07/2016
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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) Granted under the Company's 2010 Stock Incentive Plan.
(2) On June 3, 2015, the reporting person was granted 60,000 restricted stock units, vesting in four equal annual installments beginning on the first anniversary of the grant date.
(3) Restricted stock units convert into common stock on a one-for-one basis.
(4) On September 29, 2015, the reporting person was granted 17,850 restricted stock units, vesting in three equal annual installments beginning on the first anniversary of the grant date.
(5) Granted under the Company's 2016 Omnibus Incentive Plan.
(6) On September 21, 2016, the reporting person was granted 35,173 restricted stock units, vesting in three equal annual installments beginning on the first anniversary of the grant date.
 
Remarks:
EXHIBIT LIST:  EX-24  - Power of Attorney Brian E. Lynch

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