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^*

MAGRINI JOYCE MANNING

(Last)

(First)

(Middle)

C/O FINLAY ENTERPRISES, INC. LEGAL DEPT.

529 FIFTH AVENUE

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
FINLAY ENTERPRISES INC /DE [ FNLY ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	See Remarks

3. Date of Earliest Transaction (Month/Day/Year)
04/25/2009

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	04/25/2009		M		2,608	A	$0	2,608	D
Common Stock	04/25/2009		M		2,608	A	$0	5,216	D
Common Stock	04/25/2009		F		1,725⁽¹⁾	D	$0.05	3,491	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)
Phantom Stock Units	$0⁽²⁾	04/25/2009		M			2,608	⁽³⁾	⁽³⁾	Common Stock	2,608	$9.79	8,674⁽⁴⁾	D
Phantom Stock Units	$0⁽²⁾	04/25/2009		M			2,608	⁽⁵⁾	⁽⁵⁾	Common Stock	2,608	$0	8,674⁽⁶⁾	D

Explanation of Responses:

1. Surrender of shares as payment of tax withholding relating to distribution of phantom stock units.

2. Each phantom stock unit converts to common stock on a one-for-one basis.

3. These phantom stock units were credited to an account for the Reporting Person under the Issuer's Executive Deferred Compensation and Stock Purchase Plan approved by stockholders in June 2003 (the "Executive Plan") in connection with the deferral of a portion of the Reporting Person's annual bonus on April 25, 2006. These phantom stock units were fully vested on the transaction date. Pursuant to the Reporting Person's three-year deferral period, the phantom stock units became payable on April 25, 2009.

4. Phantom stock units previously credited to an account for the Reporting Person under the Executive Plan.

5. These phantom stock units were credited to an account for the Reporting Person under the Executive Plan, through matching by the Issuer, in connection with the deferral of a portion of the Reporting Person's annual bonus on April 25, 2006. These phantom stock units vested on the three-year anniversary of the transaction date. Pursuant to the Reporting Person's three-year deferral period, the phantom stock units became payable on April 25, 2009.

6. Phantom stock units previously credited to an account for the Reporting Person, through matching by the Issuer, under the Executive Plan.

Remarks:

Executive Vice President - Administration of Finlay Fine Jewelry Corporation

	Bonni G. Davis, Attorney-in-Fact for Joyce Manning Magrini	04/29/2009
	** 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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