FORM 4
[ X ] 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
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

MUTO GARY
2. Issuer Name and Ticker or Trading Symbol

ANN INC. [ ANN ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
President, ANN INC. Brands
(Last)          (First)          (Middle)

C/O ANN INC., 7 TIMES SQUARE
3. Date of Earliest Transaction (MM/DD/YYYY)

8/21/2015
(Street)

NEW YORK, NY 10036
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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 Stock   8/21/2015     A    20733   A   (1) 285657   D    
Common Stock   8/21/2015     D (2)    285657   (3) D   (2) 0   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 7. Title and Amount of Securities Underlying Derivative Security
(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
Employee Stock Option (Right to Buy)   $19.58   8/21/2015     D         43000      (4) 3/16/2020   Common Stock   43000     (5) 0   D    
Employee Stock Option (Right to Buy)   $27.74   8/21/2015     D         32000      (4) 3/15/2021   Common Stock   32000     (5) 0   D    
Employee Stock Option (Right to Buy)   $27.85   8/21/2015     D         35000      (4) 3/13/2022   Common Stock   35000     (5) 0   D    

Explanation of Responses:
( 1)  This represents performance-vesting restricted stock that vests at target in connection with the merger contemplated by the Agreement and Plan of Merger, dated as of May 17, 2015 (the "Merger Agreement"), by and among ANN INC. (the "Company"), ascena retail group, inc. ("ascena") and Avian Acquisition Corp.
( 2)  The shares were disposed of in connection with the merger. Upon consummation of the merger, each share of the Company's common stock was converted into the right to receive $37.34 in cash and 0.68 of a share of ascena common stock.
( 3)  Includes holdings of approximately 10,272 shares in the Company's Associate Discount Stock Purchase Plan.
( 4)  The option to purchase ANN ordinary shares vested or was scheduled to vest in three equal annual installments beginning on the first anniversary of the date of grant.
( 5)  Pursuant to the terms of the Merger Agreement, each option to purchase ANN shares, whether vested or unvested, was converted into the right to receive the per share merger consideration in respect of each net share underlying the ANN option, less the exercise price of the option.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
MUTO GARY
C/O ANN INC.
7 TIMES SQUARE
NEW YORK, NY 10036


President, ANN INC. Brands

Signatures
/s/ Katherine H. Ramundo by power of attorney 8/25/2015
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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