Amended Statement of Beneficial Ownership (sc 13d/a)
August 23 2016 - 3:28PM
Edgar (US Regulatory)
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).
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
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