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

Item 1.

Security and Issuer

This statement relates to shares of Common Stock (the “Stock”)
of Ascena Retail Group, Inc. (the “Issuer”). The principal executive office of the Issuer is located at 933
MacArthur Boulevard, Mahwah, New Jersey 07430.

Item 2. Identity and Background

The persons filing this statement and the persons enumerated
in Instruction C of Schedule 13D and, where applicable, their respective places of organization, general partners, directors, executive
officers and controlling persons, and the information regarding them, are as follows:

(a)

Stadium Capital Management, LLC (“SCM”); Stadium Capital Management GP, L.P. (“SCMGP”); Alexander M. Seaver (“Seaver”); Bradley R. Kent (“Kent”); and Stadium Capital Partners, L.P. (“SCP”), (collectively, the “Filers”).

SCP is filing this statement jointly
with the other Filers, but not as a member of a group and expressly disclaims membership in a group.

(b)

The business address of the Filers is 199 Elm Street, New Canaan, CT 06840-5321

(c)

Present principal occupation or employment of the Filers and the name, principal business and address of any corporation or other organization in which such employment is conducted:

SCM is an investment adviser and the general partner of SCMGP. Seaver and Kent are the managers of SCM. SCP is an investment
limited partnership, of which
SCMGP is the general partner.

(d)

During the last five years, none of the Filers has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e)

During the last five years, none of the Filers was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f)

For citizenship of Filers, See Item 6 of the cover sheet for each Filer.