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^*

Ristau Ronald W

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
11/07/2006

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⁽¹⁾	11/07/2006		M		30,000	A	$0.11	606,299	D
Common Stock⁽¹⁾⁽²⁾	11/07/2006		S		30,000	D	$12.982	576,299	D
Common Stock⁽³⁾								75,726	I	RWR Grantor Retained Annuity Trust

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⁾	$0.11	11/07/2006		M			30,000	⁽⁴⁾	11/27/2012	Common Stock	30,000	$0.11	823,168	D
Options to Purchase Common Stock	$3.23							⁽⁴⁾	05/14/2014	Common Stock	126,134		126,134	D
Options to Purchase Common Stock	$15.76							⁽⁵⁾	03/15/2016	Common Stock	25,000		25,000	D

Explanation of Responses:

1. This exercise of options to purchase Common Stock and the sale of Common Stock are pursuant to the reporting person's 10b5-1 Plan which commenced on August 22, 2006 under Rule 10b5-1 under the Securities Exchange Act of 1934, as amended.

2. Includes 568,799 shares of Common Stock. Also, includes 7,500 shares of restricted stock which may become exercisable pursuant to a vesting schedule ending on August 16, 2010 depending on company performance and continued employment through August 16, 2010. If certain company performance objectives are met throughout the 4-year vesting period, the restricted stock will vest over the next four years as follows: 938 on February 3, 2007; 1,875 on February 2, 2008; 1,875 on January 31, 2009; 1,875 on January 30, 2010; and 937 on August 16, 2010. If on August 16, 2010, the company's cumulative 4-year performance meets the cumulative 4-year performance objectives, then any unvested shares will vest.

3. Represents Common Stock indirectly beneficially owned through the 2004 RWR Grantor Retained Annuity Trust.

4. The options to purchase Common Stock are currently exercisable.

5. The options become exercisable in five annual installments on the following dates: 3,750 shares on March 15, 2007; 3,750 shares on March 15, 2008; 5,000 shares on March 15, 2009; 6,250 shares on March 15, 2010; and 6,250 shares on March 15, 2011.

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/ Ronald W. Ristau	11/09/2006
	** 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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