Sec Form 4 Filing - DeWolf John @ New York & Company, Inc. - 2008-11-19

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 DeWolf John 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, Real Estate and Strategic (Last) (First) (Middle) 450 WEST 33RD STREET, 5TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 11/19/2008 (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 11/19/2008( 1 ) A 28,767 ( 1 ) A $ 0 48,129 ( 2 ) D Common Stock ( 3 ) 10,000 I Immediate Family Members

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 ( 4 ) 03/19/2018 Common Stock 75,000 75,000 D Options to Purchase Common Stock $ 16 ( 5 ) 03/21/2017 Common Stock 10,000 10,000 D Options to Purchase Common Stock $ 15.76 ( 6 ) 03/15/2016 Common Stock 25,000 25,000 D Options to Purchase Common Stock $ 17 ( 7 ) 10/06/2014 Common Stock 174,968 174,968 D Options to Purchase Common Stock $ 0.11 ( 7 ) 04/02/2013 Common Stock 50,234 50,234 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other DeWolf John 450 WEST 33RD STREET 5TH FLOOR NEW YORK, NY10001 EVP, Real Estate and Strategic Signatures Linda Gormezano, attorney in fact /s/ Linda Gormezano 11/21/2008 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On November 19, 2008, the Reporting Person was granted an award of restricted stock in connection with the modification of the Company's Spring 2009 bonus plan. The Company, its senior management and its Board of Directors have agreed to modify the spring bonus plan under the Company's Incentive Compensation Plan, such that target bonuses for senior management will be reduced by 50% and will not be paid with cash but rather will be paid with an award of the Company's common stock if the Company achieves the applicable operating income targets for Spring 2009 that were approved by the Compensation Committee of its Board of Directors. For a further description of the Company's Incentive Compensation Plan, refer to its 2008 Proxy Statement filed with the Securities and Exchange Commission on May 22, 2008. ( 2 )Includes 19,362 shares of common stock and 28,767 shares of restricted stock described in footnote #1. ( 3 )Represents common stock owned by the Reporting Person's immediate family members, for which he disclaims beneficial ownership, except to the extent of his pecuniary interest therein. ( 4 )The options become exercisable in four annual installments on the following dates: 18,750 shares on March 19, 2009; 18,750 shares on March 19, 2010; 18,750 shares on March 19, 2011; and 18,750 shares on March 19, 2012. ( 5 )The options become exercisable in five annual installments on the following dates: 1,500 shares on March 21, 2008; 1,500 shares on March 21, 2009; 2,000 shares on March 21, 2010; 2,500 shares on March 21, 2011; and 2,500 shares on March 21, 2012. ( 6 )The options become exercisable in three annual installments on the following dates: 8,333 shares on March 15, 2007; 8,333 shares on March 15, 2008; and 8,334 shares on March 15, 2009. ( 7 )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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