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
OMB APPROVAL
OMB Number: 3235-0104
Expires: January 31, 2005
Estimated average burden hours per response... 0.5

(Print or Type Responses)
1. Name and Address of Reporting Person *
  Trolaro Kevin Michael
2. Date of Event Requiring Statement (Month/Day/Year)
08/25/2017
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)
Int. Principal Acct. 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 5,469
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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.

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
Restricted Stock Units (1)   (2)   (2) Common 169 $ (3) D  
Restricted Stock Units (1)   (4)   (4) Common 335 $ (3) D  
Restricted Stock Units (1)   (5)   (5) Common 836 $ (3) D  
Restricted Stock Units (6)   (7)   (7) Common 2,414 $ (3) D  
Option To Buy (1) 06/19/2014 06/19/2020 Common 2,500 $ 17.67 D  
Option To Buy (1) 09/25/2014 09/25/2020 Common 2,000 $ 19.91 D  
Option To Buy (1) 09/23/2015 09/23/2021 Common 2,000 $ 14.12 D  
Option To Buy (1) 09/29/2016 09/29/2022 Common 3,702 $ 13.48 D  
Option To Buy (6) 09/21/2017 09/21/2023 Common 7,396 $ 5.56 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Trolaro Kevin Michael
C/O ASCENA RETAIL GROUP, INC.
933 MACARTHUR BOULEVARD
MAHWAH, NJ 07430
      Int. Principal Acct. Officer  

Signatures

Mary Beth Riley, Power of Attorney 08/31/2017
**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 Incentive Stock Plan.
(2) On Septemnber 25, 2013, the reporting person was granted 667 restricted stock units, vesting in four 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 Septmber 23, 2014, the reporting person was granted 667 restricted stock units, vesting in four annual installments begininng on the first anniversary of the grant date.
(5) On September 29, 2015, the reporing person was granted 1,253 restricted stock units, vesting in three annual installments begininng on the first anniversary of the grant date.
(6) Granted under the Company's 2016 Omnibus Incentive Plan.
(7) On September 21, 2016, the reporting person was granted 2,414 restricted stock units, vesting in three annual installments begininng on the first anniversary of the grant date.
 
Remarks:
EXHIBIT LIST:  EX-24: Power of Attorney Kevin Trolaro

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.