SEC FORM 4

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Toal Sheamus

(Last)

(First)

(Middle)

450 W. 33RD STREET

5TH FLOOR

(Street)

NEW YORK

10001

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
New York & Company, Inc. [ NWY ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP and CFO

3. Date of Earliest Transaction (Month/Day/Year)
11/19/2008

4. If Amendment, Date of 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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	11/19/2008⁽¹⁾		A		22,474⁽¹⁾	A	$0	22,474⁽²⁾	D

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 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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Options to Purchase Common Stock	$1.46	11/19/2008		A		25,000⁽³⁾		⁽⁴⁾	11/19/2018	Common Stock	25,000	$0	25,000	D
Options to Purchase Common Stock	$4.74							⁽⁵⁾	03/19/2018	Common Stock	50,000		50,000	D
Options to Purchase Common Stock	$16							⁽⁶⁾	03/21/2017	Common Stock	20,000		20,000	D
Option to Purchase Common Stock	$15.76							⁽⁷⁾	03/15/2016	Common Stock	20,000		20,000	D
Option to Purchase Common Stock	$19.34							⁽⁸⁾	04/04/2015	Common Stock	30,000		30,000	D
Option to Purchase Common Stock	$17							⁽⁹⁾	10/06/2014	Common Stock	15,000		15,000	D

Explanation of Responses:

1. On November 19, 2008, the Reporting Person was granted an award of restricted stock in connection with the modification of the Company's Spring 2009 bonus plan. The Company, its senior management and its Board of Directors have agreed to modify the spring bonus plan under the Company's Incentive Compensation Plan, such that target bonuses for senior management will be reduced by 50% and will not be paid with cash but rather will be paid with an award of the Company's common stock if the Company achieves the applicable operating income targets for Spring 2009 that were approved by the Compensation Committee of its Board of Directors. For a further description of the Company's Incentive Compensation Plan, refer to its 2008 Proxy Statement filed with the Securities and Exchange Commission on May 22, 2008.

2. Includes 22,474 shares of restricted stock described in footnote #1.

3. The Reporting Person was granted an employee option to purchase 25,000 shares of common stock on November 19, 2008.

4. The options become exercisable in four annual installments on the following dates: 6,250 shares on November 19, 2009; 6,250 shares on November 19, 2010; 6,250 shares on November 19, 2011; and 6,250 shares on November 19, 2012.

5. The options become exercisable in four annual installments on the following dates: 12,500 shares on March 19, 2009; 12,500 shares on March 19, 2010; 12,500 shares on March 19, 2011; and 12,500 shares on March 19, 2012.

6. The options become exercisable in five annual installments on the following dates: 3,000 shares on March 21, 2008; 3,000 shares on March 21, 2009; 4,000 shares on March 21, 2010; 5,000 shares on March 21, 2011; and 5,000 shares on March 21, 2012.

7. The options become exercisable in five annual installments on the following dates: 3,000 shares on March 15, 2007; 3,000 shares on March 15, 2008; 4,000 shares on March 15, 2009; 5,000 shares on March 15, 2010; and 5,000 shares on March 15, 2011.

8. The options become exercisable in five annual installments on the following dates: 4,500 shares on April 4, 2006; 4,500 shares on April 4, 2007; 6,000 shares on April 4, 2008; 7,500 shares on April 4, 2009; and 7,500 shares on April 4, 2010.

9. The options become exercisable in five annual installments on the following dates: 2,250 shares on October 6, 2005; 2,250 shares on October 6, 2006; 3,000 shares on October 6, 2007; 3,750 shares on October 6, 2008; and 3,750 shares on October 6, 2009.

Remarks:

Except as outlined above, the filing of this Form shall not be deemed an admission that the reporting person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

	/s/ Sheamus Toal	11/21/2008
	** 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).
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