Sec Form 4 Filing - SCOTT GREGORY J @ New York & Company, Inc. - 2018-08-27

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

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person SCOTT GREGORY J 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) Chief Executive Officer (Last) (First) (Middle) 330 W. 34TH STREET, 9TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 08/27/2018 (Street) NEW YORK, NY10001 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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) Code V Amount (A) or (D) Price Common Stock 08/27/2018 A 153,688 ( 1 ) A $ 0 272,422 D Common Stock 09/28/2018 A 97,150 ( 2 ) A $ 0 369,572 ( 3 ) D Common Stock 176,340 ( 4 ) I The Gregory John Scott Living Trust

(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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) Date Exercisable Expiration Date Title Amount or Number of Shares Stock Appreciation Rights $ 4.88 08/27/2018 A 153,688 ( 5 ) 08/27/2028 Common Stock 153,688 $ 0 153,688 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other SCOTT GREGORY J 330 W. 34TH STREET 9TH FLOOR NEW YORK, NY10001 X Chief Executive Officer Signatures Linda Gormezano, attorney-in-fact /s/ Linda Gormezano 09/28/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The reporting person was awarded restricted stock which vests on August 27, 2021. ( 2 )The reporting person was granted an award of performance-based restricted stock that vests subject to the Company achieving fiscal year target EBITDA levels for fiscal years 2019, 2020 and 2021, and continued employment with the Company through March 2022. For each fiscal year EBITDA target achieved by the Company, the reporting person will earn 24,287 shares of restricted stock. If the Company achieves the fiscal year target EBITDA goal for the combined fiscal years 2019, 2020 and 2021, the reporting person will earn 24,289 shares of restricted stock. Any earned shares will vest in March 2022. If the Company does not achieve any of the fiscal year EBITDA goals, the performance shares related to that performance period will be forfeited. ( 3 )Includes 10,000 shares of common stock; 54,367 vested deferred stock units; 6,211 unvested deferred stock units that vest on August 31, 2020; 48,156 unvested deferred stock units that vest on March 20, 2021; 153,688 shares of restricted stock which vest on August 27, 2021; and 97,150 shares of performance-based restricted stock. ( 4 )Represents common stock indirectly beneficially owned by the reporting person. ( 5 )The reporting person was awarded stock appreciation rights (SARs) which vest as follows: 38,422 on August 27, 2019; 38,422 on August 27, 2020, and 76,844 on August 27, 2021. Each 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.

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).

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