- Statement of Changes in Beneficial Ownership (4)
September 06 2011 - 4:16PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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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(f) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
COLE NEIL
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2. Issuer Name
and
Ticker or Trading Symbol
ICONIX BRAND GROUP, INC.
[
ICON
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
CEO and President
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(Last)
(First)
(Middle)
1450 BROADWAY, 4TH FLOOR
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3. Date of Earliest Transaction
(MM/DD/YYYY)
9/1/2011
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(Street)
NEW YORK, NY 10018
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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9/1/2011
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M
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125000
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A
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$2.3
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1842979
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D
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Common Stock
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9/1/2011
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S
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120600
(1)
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D
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$18.9089
(2)
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1722379
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D
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Common Stock
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9/1/2011
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S
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4400
(1)
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D
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$19.5029
(3)
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1717979
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D
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Common Stock
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9/2/2011
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M
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50000
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A
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$2.3
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1767979
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D
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Common Stock
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9/2/2011
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S
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48720
(1)
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D
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$17.9201
(4)
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1719259
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D
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Common Stock
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9/2/2011
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S
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1280
(1)
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D
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$18.4477
(5)
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1717979
(6)
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D
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Common Stock
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20000
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I
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As custodian for children
(7)
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Common Stock
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15194
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I
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By 401(K) Plan
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Employee Stock Option (Right to Buy)
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$2.3
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9/1/2011
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M
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125000
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10/26/2001
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10/26/2011
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Common Stock
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125000
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$
0
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50000
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D
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Employee Stock Option (Right to Buy)
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$2.3
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9/2/2011
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M
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50000
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10/26/2001
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10/26/2011
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Common Stock
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50000
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$
0
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0
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D
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Explanation of Responses:
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(
1)
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The reported sales transactions were executed pursuant to a Sales Plan with a brokerage firm under Rule 10b5-1 of the Securities Exchange Act of 1934. Mr. Cole's 10b5-1 plan was implemented because of the short duration remaining on previously granted ten-year stock options covered by the 10b5-1 plan and applies only to options that expire by their terms on or before May 22, 2012.
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(
2)
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The reported sales transactions were executed in multiple trades at prices ranging from $18.45 to $19.45. The price reported above reflects the weighted average sales price. The reporting person hereby undertakes to provide, upon request, to the SEC staff, the issuer or a security holder of the issuer, full information regarding the number of shares and prices at which the transactions were affected.
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(
3)
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The reported sales transactions were executed in multiple trades at prices ranging from $19.46 to $19.55. The price reported above reflects the weighted average sales price. The reporting person hereby undertakes to provide, upon request, to the SEC staff, the issuer or a security holder of the issuer, full information regarding the number of shares and prices at which the transactions were affected.
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(
4)
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The reported sales transactions were executed in multiple trades at prices ranging from $17.40 to $18.40. The price reported above reflects the weighted average sales price. The reporting person hereby undertakes to provide, upon request, to the SEC staff, the issuer or a security holder of the issuer, full information regarding the number of shares and prices at which the transactions were affected.
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(
5)
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The reported sales transactions were executed in multiple trades at prices ranging from $18.41 to $18.49. The price reported above reflects the weighted average sales price. The reporting person hereby undertakes to provide, upon request, to the SEC staff, the issuer or a security holder of the issuer, full information regarding the number of shares and prices at which the transactions were affected.
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(
6)
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Includes 1,181,684 unissued shares underlying RSUs that were granted to the reporting person pursuant to the terms of his 2008 employment agreement with the issuer and a related RSU Agreement.
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(
7)
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The filing of this Statement shall not be construed to mean that the reporting person is, for the purposes of Section 16 of the Securities and Exchange Act of 1934 (as amended), the beneficial owner of the common stock of the issuer reported as indirectly owned by the reporting person as custodian for his children.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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COLE NEIL
1450 BROADWAY, 4TH FLOOR
NEW YORK, NY 10018
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X
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CEO and President
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Signatures
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/s/ Neil Cole
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9/6/2011
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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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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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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