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 *
JAFFE ELLIOT S
   2. Issuer Name and Ticker or Trading Symbol
Ascena Retail Group, Inc. [ASNA] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chairman
(Last)
(First)
(Middle)
C/O ASCENA RETAIL GROUP, INC., 933 MACARTHUR BOULEVARD		 3. Date of Earliest Transaction (Month/Day/Year)
12/08/2016
(Street)

MAHWAH, NJ 07430		 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 12/08/2016   M   24,603 A (1) 1,093,267 D  
Common 12/12/2016   S   9,150 (2) D $ 7.6114 (3) 1,084,117 D  
Common               862,938 (4) I See Footnote (4)

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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
Restricted Stock Units (5) (1) 12/08/2016   M     16,010   (6)   (6) Common 16,010 $ 0 0 D  
Restricted Stock Units (7) (1) 12/08/2016   M     1,667   (6)   (6) Common 1,667 $ 0 0 D  
Restricted Stock Units (7) (1) 12/08/2016   M     2,917   (6)   (6) Common 2,917 $ 0 2,916 D  
Restricted Stock Units (7) (1) 12/08/2016   M     2,916   (6)   (6) Common 2,916 $ 0 0 D  
Restricted Stock Units (7) (1) 12/08/2016   M     364   (6)   (6) Common 364 $ 0 729 D  
Restricted Stock Units (7) (1) 12/08/2016   M     364   (6)   (6) Common 364 $ 0 365 D  
Restrcited Stock Units (7) (1) 12/08/2016   M     365   (6)   (6) Common 365 $ 0 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
JAFFE ELLIOT S
C/O ASCENA RETAIL GROUP, INC.
933 MACARTHUR BOULEVARD
MAHWAH, NJ 07430		   X     Chairman  

Signatures

 Mary Beth Riley, by power of attorney   12/12/2016
**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) Restricted stock units convert into common stock on a one-for-one basis.
(2) Shares sold to pay taxes due upon vesting of restricted stock units.
(3) This transaction was executed in multiple trades ranging from $7.60 to $7.64 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.
(4) Shares are held by Roslyn Jaffe, Mr. Jaffe's wife. Mr. Jaffe disclaims beneficial ownership of these shares.
(5) Granted under the Company's 2016 Omnibus Incentive Plan.
(6) Effective December 8, 2016, the Compensation and Stock Incentive Committee of the Board of Directors accelerated the vesting of the Restricted Stock Units in connection with the reporting person's retirement as the Non-Executive Chairman of the Board of Directors pursuant to the Company's 2010 Stock Incentive Plan and 2016 Omnibus Incentive Plan.
(7) Granted under the Company's 2010 Stock Incentive Plan.

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