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^*

Bradley Faeth

(Last)

(First)

(Middle)

330 W. 34TH STREET

9TH 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, Human Resources

3. Date of Earliest Transaction (Month/Day/Year)
06/29/2017

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)

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)
Stock Appreciation Rights⁽¹⁾	$2.77	06/29/2017		D			100,000	⁽²⁾	12/27/2021	Common Stock	100,000	$0	0	D
Stock Appreciation Rights⁽¹⁾	$1.36⁽³⁾	06/29/2017		A		64,286		⁽⁴⁾	12/27/2021	Common Stock	64,286	$0	64,286	D
Stock Appreciation Rights⁽¹⁾	$5.32	06/29/2017		D			67,050	⁽⁵⁾	08/26/2023	Common Stock	67,050	$0	0	D
Stock Appreciation Rights⁽¹⁾	$1.36⁽³⁾	06/29/2017		A		37,502		⁽⁶⁾	08/26/2023	Common Stock	37,502	$0	37,502	D
Stock Appreciation Rights⁽¹⁾	$3.47	06/29/2017		D			114,618	⁽⁷⁾	08/25/2024	Common Stock	114,618	$0	0	D
Stock Appreciation Rights⁽¹⁾	$1.36⁽³⁾	06/29/2017		A		51,578		⁽⁸⁾	08/25/2024	Common Stock	51,578	$0	51,578	D
Stock Appreciation Rights⁽¹⁾	$2.6	06/29/2017		D			136,231	⁽⁹⁾	08/25/2025	Common Stock	136,231	$0	0	D
Stock Appreciation Rights⁽¹⁾	$1.36⁽³⁾	06/29/2017		A		83,496		⁽¹⁰⁾	08/25/2025	Common Stock	83,496	$0	83,496	D

Explanation of Responses:

1. Each Stock Appreciation Right (SAR) represents the right to receive a payment measured by the increase in the fair market value of one share of common stock from the date of grant of the SAR to the date of exercise of the SAR. Upon exercise the SARs will be settled in stock.

2. Represents SARs cancelled pursuant to the Company's Stock Appreciation Right and Option Exchange Program as more fully described in the Schedule TO, filed with the Securities and Exchange Commission on June 1, 2017. The reporting person was previously awarded SARs which were exercisable as follows: 25,000 on December 27, 2012, 25,000 on December 27, 2013, 25,000 on December 27, 2014, and 25,000 on December 27, 2015.

3. In exchange for each cancelled award pursuant to the Company's Stock Appreciation Right and Option Exchange Program, the reporting person received a replacement award for a lesser number of SARs with an equal fair value and an exercise price equal to the closing price of the Company's common stock as reported on the New York Stock Exchange on June 29, 2017.

4. Represents Replacement SARs granted pursuant to the Company's Stock Appreciation Right and Option Exchange Program which all vest on June 29, 2018.

5. Represents SARs cancelled pursuant to the Company's Stock Appreciation Right and Option Exchange Program. The reporting person was previously awarded SARs which were exercisable as follows: 16,762 on August 26, 2014, 16,762 on August 26, 2015, and 33,526 on August 26, 2016.

6. Represents Replacement SARs granted pursuant to the Company's Stock Appreciation Right and Option Exchange Program which all vest on June 29, 2018.

7. Represents SARs cancelled pursuant to the Company's Stock Appreciation Right and Option Exchange Program. The reporting person was previously awarded SARs which were exercisable as follows: 28,654 on August 25, 2015, 28,654 on August 25, 2016, and 57,310 on August 25, 2017.

8. Represents Replacement SARs granted pursuant to the Company's Stock Appreciation Right and Option Exchange Program which vest as follows: 25,790 on August 25, 2017 and 25,788 on June 29, 2018.

9. Represents SARs cancelled pursuant to the Company's Stock Appreciation Right and Option Exchange Program. The reporting person was previously awarded SARs which were exercisable as follows: 34,057 on August 25, 2016, 34,057 on August 25, 2017, and 68,117 on August 25, 2018.

10. Represents Replacement SARs granted pursuant to the Company's Stock Appreciation Right and Option Exchange Program which vest as follows: 20,874 on August 25, 2017, 20,873 on June 29, 2018, and 41,749 on August 25, 2018.

	Linda Gormezano, attorney-in-fact /s/ Linda Gormezano	07/14/2017
	** Signature of Reporting Person	Date
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** 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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