13D Filing: Stadium Capital Management and Ascena Retail Group Inc. (ASNA)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 1)

Ascena Retail Group, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

04351G101

(CUSIP Number)

James J. Frolik, Esq.
Shartsis Friese LLP
One Maritime Plaza, 18th Floor
San Francisco, CA 94111
Tel: (415) 421-6500

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

December 12, 2017

(Date of Event Which Requires Filing of this
Statement)

If the filing person has previously filed a statement
on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of sections
240.13d-1(e), 240.13d-1(f) or 140.13d-1(g), check the following box. [ ]

Note: Schedules filed in paper format shall include
a signed original and five copies of the schedule, including all exhibits. See section 240.13d-7 for other parties to whom copies
are to be sent.

* The remainder of this cover page shall be filled out
for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover
page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”)
or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).

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 control number.