Amended Statement of Beneficial Ownership (sc 13d/a)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

(Rule 13d-101)

Under the Securities Exchange Act of 1934

(Amendment No. 4)*

ICONIX BRAND GROUP INC.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

451055107

(CUSIP Number)

Cameron Olsen
Unit A, Brook Park East
Shirebrook
NG20 8RY
United Kingdom
+44 845 1299 289

(Name, Address and Telephone Number of Person Authorized

to Receive Notices and Communications)

August 22, 2016

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §240.13d-1(e), §240.13d-1(f) or §240.13d-1(g), check the following box: ☐

Note : Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ( Act ) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 451055107

1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Sports Direct International plc
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION United Kingdom
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER *
		8	SHARED VOTING POWER *
		9	SOLE DISPOSITIVE POWER *
		10	SHARED DISPOSITIVE POWER *
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,679,902*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.9%*
14	TYPE OF REPORTING PERSON CO

*Beneficial ownership is disclaimed for both Sections 13(d) and Section 16(a) purposes as interests are economic interests held through contracts for differences, the terms of which do not confer voting rights or dispositive power.

The following constitutes Amendment No. 4 ("Amendment No. 4") to the Schedule 13D filed by the undersigned on January 5, 2016 as amended by Amendment No. 1 thereto filed on January 13, 2016, Amendment No. 2 thereto filed on January 21, 2016 and Amendment No. 3 thereto filed on August 11, 2016 (the "Schedule 13D"). This Amendment No. 4 amends the Schedule 13D as specifically set forth.

Item 5. Interest in Securities of the Issuer

Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows:

(a) The Reporting Person has an indirect economic interest in 6,679,902 Shares, representing an 11.90% economic interest in the Shares. Such interest is held through the CFDs with Monecor (London) Limited, trading as ETX Capital, ("ETX Capital") listed in paragraph (c) of this Item 5.

(b) Pursuant to the CFDs, the Reporting Person does not have the power to vote or direct the vote, or power to dispose or direct the disposition, of any of the Shares and, accordingly, beneficial ownership is disclaimed pursuant to Rules 13d-4 and 16a-1(a)(4) for Section 13(d) and Section 16(a) purposes.

(c) The following table lists each of the purchases and sales by the Reporting Person of CFDs in respect of the Shares during the past 60 days. Each of these CFDs were entered into with ETX Capital and provide that the parties will exchange the difference in the value of the Shares at the time at which the contract is agreed and the time at which it is closed. There were no other transactions effected by the Reporting Person in the Shares or other indirect interests in the Shares during this period.

Date of transaction		Type of transaction		Number of Shares subject to the CFD		Price per Share at the time CFD agreed
	24 June 2016		Purchase		24,340		684.66
	27 June 2016		Purchase		159,319		647.05
	28 June 2016		Purchase		81,202		670.47
	29 June 2016		Purchase		41,243		687.06
	30 June 2016		Purchase		112,288		674.73
	01 July 2016		Purchase		53,560		683.06
	05 July 2016		Purchase		100,000		641.01
	07 July 2016		Purchase		62,450		643.20
	08 July 2016		Sale		12,300		701.27
	12 July 2016		Sale		17,500		703.75
	14 July 2016		Sale		5,372		700.62
	19 July 2016		Sale		27,500		712.02
	20 July 2016		Sale		37,328		707.72
	21 July 2016		Sale		34,402		720.49
	05 August 2016		Sale		4,700		755.04
	09 August 2016		Sale		11,220		767.84
	09 August 2016		Sale		53,560		767.84
	09 August 2016		Sale		28,270		767.84
	09 August 2016		Sale		450		767.84
	09 August 2016		Sale		41,243		770.12
	09 August 2016		Sale		24,340		770.12
	09 August 2016		Sale		8,317		770.12
	10 August 2016		Sale		77,950		769.54
	11 August 2016		Sale		49,950		784.79
	11 August 2016		Sale		10,000		800.30
	11 August 2016		Sale		7,455		800.30
	12 August 2016		Sale		99,588		807.11
	15 August 2016		Sale		412		871.16
	15 August 2016		Sale		759		871.16
	15 August 2016		Sale		200		871.16
	15 August 2016		Sale		7,080		871.16
	15 August 2016		Sale		14,801		871.16
	15 August 2016		Sale		31,252		871.16
	15 August 2016		Sale		6,100		871.16
	15 August 2016		Sale		122,353		871.16
	15 August 2016		Sale		1,959		890.98
	15 August 2016		Sale		28,041		890.98
	16 August 2016		Sale		70,000		867.55
	16 August 2016		Sale		4,198		867.55
	17 August 2016		Sale		19,845		861.79
	17 August 2016		Sale		54,592		861.79
	18 August 2016		Sale		55,024		877.26
	19 August 2016		Sale		24,976		883.07
	22 August 2016		Sale		61,463		878.85

(d) Not known.

(e) Not applicable.

SIGNATURE

After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, such person hereby certifies that the information set forth in this statement is true, complete and correct.

Dated: August 23, 2016

Sports Direct International plc

By: Cameron Olsen

its Company Secretary

By: /s/ Cameron Olsen

Name: Cameron Olsen

Title: Company Secretary