Sec Form 4 Filing - Ristau Ronald W @ New York & Company, Inc. - 2008-09-25

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 Ristau Ronald W 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) President and CFO (Last) (First) (Middle) 450 W. 33RD STREET, 5TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 09/25/2008 (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 ( 1 ) 09/25/2008 S 25,000 D $ 9.459 865,924 D Common Stock ( 1 ) 09/26/2008 S 25,000 D $ 9.174 840,924 D Common Stock ( 1 ) ( 2 ) 09/29/2008 S 25,000 D $ 9.181 815,924 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) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Options to Purchase Common Stock $ 4.74 ( 3 ) 03/19/2018 Common Stock 70,000 70,000 D Options to Purchase Common Stock $ 15.76 ( 4 ) 03/15/2016 Common Stock 25,000 25,000 D Options to Purchase Common Stock $ 3.23 ( 5 ) 05/14/2014 Common Stock 126,134 126,134 D Options to Purchase Common Stock $ 0.11 ( 5 ) 11/27/2012 Common Stock 762 762 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Ristau Ronald W 450 W. 33RD STREET 5TH FLOOR NEW YORK, NY10001 X President and CFO Signatures /s/ Ronald W. Ristau 09/29/2008 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This sale of Common Stock, which was acquired through a historical exercise of incentive stock options, was completed in accordance with the reporting person's personal tax planning strategies and is pursuant to the reporting person's 10b5-1 Plan which commenced on August 19, 2008 under Rule 10b5-1 under the Securities Exchange Act of 1934, as amended. ( 2 )Includes 808,424 shares of Common Stock. Also includes 7,500 shares of restricted stock which will be earned pursuant to a schedule ending on August 16, 2010 depending on company performance and continued employment through August 16, 2010, at which time such shares shall vest. If certain company performance objectives are met throughout the 4-year period, the restricted stock will be earned 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 unearned shares will vest. ( 3 )The options become exercisable in four annual installments on the following dates: 17,500 shares on March 19, 2009; 17,500 shares on March 19, 2010; 17,500 shares on March 19, 2011; and 17,500 shares on March 19, 2012. ( 4 )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. ( 5 )The options to purchase Common Stock are currently exercisable.

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.

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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