Sec Form 4 Filing - Finnegan Kevin @ New York & Company, Inc. - 2012-12-13

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 Finnegan Kevin 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, Global Sales & Operations (Last) (First) (Middle) 450 W. 33RD STREET, 5TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 12/13/2012 (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 12/13/2012 S 47,214 D $ 3.37 176,586 D Common Stock 12/14/2012 S 30,973 D $ 3.41 145,613 D Common Stock 12/17/2012 S 43,112 D $ 3.51 102,501 ( 1 ) D Common Stock ( 2 ) 4,372 ( 2 ) I KLF 2004 Grantor Retained Annuity Trust

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 In direct (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 Stock Appreciation Rights $ 3.65 ( 7 ) 04/16/2022 Common Stock 50,000 50,000 D Stock Appreciation Rights $ 6.89 ( 3 ) 04/15/2021 Common Stock 40,000 40,000 D Stock Appreciation Rights $ 4.79 ( 4 ) 04/01/2020 Common Stock 50,000 50,000 D Options to Purchase Common Stock $ 2.86 ( 5 ) 03/18/2019 Common Stock 30,000 30,000 D Options to Purchase Common Stock $ 4.74 ( 6 ) 03/19/2018 Common Stock 20,000 20,000 D Options to Purchase Common Stock $ 3.28 ( 6 ) 03/21/2017 Common Stock 8,919 8,919 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Finnegan Kevin 450 W. 33RD STREET 5TH FLOOR NEW YORK, NY10001 EVP, Global Sales & Operations Signatures Linda Gormezano, attorney-in-fact /s/ Linda Gormezano 12/17/2012 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Includes 10,001 shares of common stock, 10,000 shares of restricted stock which vests on April 16, 2015, 7,500 shares of restricted stock which vests on April 15, 2014 and 75,000 shares of restricted stock which vests on April 1, 2013. ( 2 )Represents common stock indirectly beneficially owned through the Kevin L. Finnegan 2004 Grantor Retained Annuity Trust. ( 3 )The stock appreciation rights (SARs) vest on April 15, 2014. 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. ( 4 )The SARs vest on April 1, 2013. 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. ( 5 )The options become exercisable in four annual installments on the following dates: 7,500 shares on March 18, 2010; 7,500 shares on March 18, 2011; 7,500 shares on March 18, 2012; and 7,500 shares on March 18, 2013. ( 6 )The options are exercisable. ( 7 )The SARs vest on April 16, 2015. 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.

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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