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)

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 and CFO

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)
Options to Purchase Common Stock	$4.74	06/29/2017		D			50,000	⁽¹⁾	03/19/2018	Common Stock	50,000	$0	0	D
Stock Appreciation Rights⁽²⁾	$1.36⁽³⁾	06/29/2017		A		11,111		⁽⁴⁾	06/29/2019	Common Stock	11,111	$0	11,111	D
Stock Appreciation Rights⁽²⁾	$4.79	06/29/2017		D			50,000	⁽⁵⁾	04/01/2020	Common Stock	50,000	$0	0	D
Stock Appreciation Rights⁽²⁾	$1.36⁽³⁾	06/29/2017		A		15,306		⁽⁴⁾	04/01/2020	Common Stock	15,306	$0	15,306	D
Stock Appreciation Rights⁽²⁾	$6.89	06/29/2017		D			50,000	⁽⁶⁾	04/15/2021	Common Stock	50,000	$0	0	D
Stock Appreciation Rights⁽²⁾	$1.36⁽³⁾	06/29/2017		A		10,377		⁽⁴⁾	04/15/2021	Common Stock	10,377	$0	10,377	D
Stock Appreciation Rights⁽²⁾	$3.65	06/29/2017		D			65,000	⁽⁷⁾	04/16/2022	Common Stock	65,000	$0	0	D
Stock Appreciation Rights⁽²⁾	$1.36⁽³⁾	06/29/2017		A		33,070		⁽⁴⁾	04/16/2022	Common Stock	33,070	$0	33,070	D
Stock Appreciation Rights⁽²⁾	$5.32	06/29/2017		D			67,050	⁽⁸⁾	08/26/2023	Common Stock	67,050	$0	0	D
Stock Appreciation Rights⁽²⁾	$1.36⁽³⁾	06/29/2017		A		37,502		⁽⁴⁾	08/26/2023	Common Stock	37,502	$0	37,502	D
Stock Appreciation Rights⁽²⁾	$3.47	06/29/2017		D			114,618	⁽⁹⁾	08/25/2024	Common Stock	114,618	$0	0	D
Stock Appreciation Rights⁽²⁾	$1.36⁽³⁾	06/29/2017		A		51,578		⁽¹⁰⁾	08/25/2024	Common Stock	51,578	$0	51,578	D
Stock Appreciation Rights⁽²⁾	$2.6	06/29/2017		D			114,618	⁽¹¹⁾	08/25/2025	Common Stock	114,618	$0	0	D
Stock Appreciation Rights⁽²⁾	$1.36⁽³⁾	06/29/2017		A		70,249		⁽¹²⁾	08/25/2025	Common Stock	70,249	$0	70,249	D

Explanation of Responses:

1. Represents options to purchase common stock 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 options to purchase common stock which were exercisable as follows: 12,500 on March 19, 2009, 12,500 on March 19, 2010, 12,500 on March 19, 2011, and 12,500 on March 19, 2012.

2. 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.

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 all exercisable on April 1, 2013.

6. Represents SARs cancelled pursuant to the Company's Stock Appreciation Right and Option Exchange Program. The reporting person was previously awarded SARs which were all exercisable on April 15, 2014.

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 all exercisable on April 16, 2015.

8. 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.

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: 28,654 on August 25, 2015, 28,654 on August 25, 2016, and 57,310 on August 25, 2017.

10. 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.

11. 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, 2016; 28,654 on August 25, 2017, and 57,310 on August 25, 2018

12. Represents Replacement SARs granted pursuant to the Company's Stock Appreciation Right and Option Exchange Program which vest as follows: 17,562 on August 25, 2017, 17,562 on June 29, 2018, and 35,125 on August 25, 2018.

	Linda Gormezano, attorney-in-fact /s/ Linda Gormezano	07/14/2017
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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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