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 *
RAYDEN MICHAEL W
   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)
CEO, Tween Brands, Inc.
(Last)
(First)
(Middle)
C/O ASCENA RETAIL GROUP, INC., 30 DUNNIGAN DRIVE		 3. Date of Earliest Transaction (Month/Day/Year)
10/18/2012
(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 10/18/2012   S   44,962 (1) D $ 20.6408 64,347 D  
Common 10/18/2012   S   59,586 D $ 21.189 (2) 4,761 D  
Common               13,284 I (3) See Footnote 1.

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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 $ 10.395 (4)             12/09/2010(5) 12/09/2019 Common 80,000   80,000 D  
Option To Buy $ 11.695 (4)             09/23/2011(5) 09/23/2020 Common 80,000   80,000 D  
Option To Buy $ 13.135 (4)             09/21/2012(5) 09/21/2021 Common 120,000   120,000 D  
Restricted Stock Units (6)               (7)   (7) Common 77,970   77,970 D  
Option To Buy (4) $ 20.79             09/20/2013 09/20/2022 Common 80,000   80,000 D  
Restricted Stock Units (8) (9)               (10)   (10) Common 47,576   47,576 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
RAYDEN MICHAEL W
C/O ASCENA RETAIL GROUP, INC.
30 DUNNIGAN DRIVE
SUFFERN, NY 10901		   X     CEO, Tween Brands, Inc.  

Signatures

 /s/ Gene Wexler, Attorney-in-Fact   10/19/2012
**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) Shares sold to pay taxes due upon vesting of restricted stock
(2) This transaction was executed in multiple trades ranging from $21.16 to $21.25. 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) Shares by Diane Nye, Mr. Rayden's wife. Mr. Rayden disclaims ownership of these shares.
(4) Granted under the Company's 2010 Stock Incentive Plan.
(5) Exercisable in four equal installments with the first installment on the date indicated.
(6) Each restricted stock unit ("RSU") represents a contingent right to receive one share of Ascena common stock.
(7) 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.
(8) These shares of performance based stock were awarded under the Company's 2015 Long Term Incentive Plan (the "2015 LTIP").
(9) Each restricted stock unit ("RSU") represents a contingent right to receive one share of Ascena common stock.
(10) 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.

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