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 *
EPPLER KLAUS
   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
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
C/O ASCENA RETAIL GROUP, INC., 30 DUNNIGAN DRIVE		 3. Date of Earliest Transaction (Month/Day/Year)
09/27/2012
(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 09/27/2012   M   40,000 A $ 8.545 56,298 D  
Common 09/27/2012   S   40,000 D $ 21.2148 (1) 16,298 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 $ 8.545 (2) 09/27/2012   M     40,000 12/01/2006(4) 12/01/2015 Common 40,000 $ 0 0 D  
Option To Buy $ 7.496 (2)             09/18/2009(4) 09/18/2018 Common 30,000   30,000 D  
Option To Buy $ 8.835 (2)             09/24/2010(4) 09/24/2019 Common 10,000   10,000 D  
Option To Buy $ 11.695 (2)             09/23/2011(4) 09/23/2020 Common 20,000   20,000 D  
Option To Buy $ 12.315 (3)             09/22/2012(4) 09/22/2021 Common 20,000   20,000 D  
Restricted Stock Units (5)               (6)   (6) Common 5,000   5,000 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
EPPLER KLAUS
C/O ASCENA RETAIL GROUP, INC.
30 DUNNIGAN DRIVE
SUFFERN, NY 10901		   X      

Signatures

 Mary Beth Riley, by power of attorney   09/27/2012
**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) This transaction was executed in multiple trades ranging from $21.21 to $21.22. 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.
(2) Granted under the Company's 2001 Incentive Stock Plan.
(3) Granted under the Company's 2010 Incentive Stock Plan.
(4) Exercisable in three equal installments with the first installment on the date indicated.
(5) Restricted stock units issued under the Company's 2010 Stock Incentive Plan
(6) These units vest in three equal installments on September 20, 2013, September 20, 2014 and September 20, 2015

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