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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1. Name and Address of Reporting Person * Pershing John E   2. Issuer Name and Ticker or Trading Symbol Ascena Retail Group, Inc. [ASNA] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) EVP, Human Resources (Last) (First) (Middle) ASCENA RETAIL GROUP, INC., 933 MACARTHUR BOULEVARD 3. Date of Earliest Transaction (Month/Day/Year) 03/09/2015 (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 03/09/2015   M   1,250 A $ 0 1,250 D   Common 03/11/2015   S   392 (1) D $ 13.6532 858 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

$ 20.79

09/20/2013

09/20/2022

Common

25,000

25,000

D

Option To Buy

$ 19.91

09/25/2014

09/25/2020

Common

25,000

25,000

D

Opiotn To Buy

$ 14.12

09/23/2015

09/23/2021

Common

25,000

25,000

D

Option To Buy

$ 13.135

09/21/2012

09/21/2021

Common

20,000

20,000

D

Option To Buy

$ 15.545

03/09/2012

03/09/2021

Common

12,500

12,500

D

Resticted Stock Units (2)

$ 0

03/09/2015

M

1,250 (4)

(3)

(3)

Common

1,250

$ 0

0

D

Restricted Stock Units (2)

$ 0

(5)

(5)

Common

56,000

56,000

D

Restricted Stock Units (2)

$ 0

(6)

(6)

Common

6,000

6,000

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Pershing John E ASCENA RETAIL GROUP, INC. 933 MACARTHUR BOULEVARD MAHWAH, NJ 07430			EVP, Human Resources

Signatures

Mary Beth Riley, Powe of Attorney		03/11/2015
**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)	Resticted stock units issued under the Company's 2010 Stock Incentive Plan.
(3)	On March 9, 2011, the reporting person was granted 5,000 restricted stock units, vesting in four equal annual installments beginning on the first anniversary of the grant date.
(4)	Each restricted stock unit ("RSU") represents a contingent right to receive one share of Ascena common stock.
(5)	On January 27, 2012, the reporting person was granted 80,000 restricted stock units, vesting as follows: 8,000 shares on the first, second and third anniversary of the grant date, 12,000 shares on the fourth anniversary of the grant date, 16,000 shares on the fifth anniversary of the grant date, and 28,000 shares on the sixth anniversary date of the grant.
(6)	On March 4, 2015, the reporting person was granted 6,000 restricted stock units, vesting in two equal installments on October 15, 2015 and October 15, 2016..

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