Initial Statement of Beneficial Ownership (3)
25 Junho 2021 - 6:18PM
Edgar (US Regulatory)
FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0104
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Iconix Acquisition LLC |
2. Date of Event Requiring Statement (MM/DD/YYYY)
6/15/2021
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3. Issuer Name and Ticker or Trading Symbol
ICONIX BRAND GROUP, INC. [ICON]
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(Last)
(First)
(Middle)
C/O WOODS OVIATT GILMAN LLP, 1900 BAUSCH & LOMB PLACE |
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
_____ Director ___X___ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
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(Street)
ROCHESTER, NY 14604
(City)
(State)
(Zip)
| 5. If Amendment, Date Original Filed(MM/DD/YYYY)
| 6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Beneficially Owned
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1.Title of Security
(Instr. 4) | 2. Amount of Securities Beneficially Owned
(Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5) | 4. Nature of Indirect Beneficial Ownership
(Instr. 5) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 4) | 2. Date Exercisable and Expiration Date
(MM/DD/YYYY) | 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5) | 6. Nature of Indirect Beneficial Ownership
(Instr. 5) |
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
| Convertible Notes | (1) | (1) | Common Stock | 5595502 | (1) | I | By Iconix Acquisition LLC (2) |
| Explanation of Responses: |
| (1) | The Convertible Notes are currently exercisable and will mature on August 15, 2023. The principal amount of the Convertible Notes is presently convertible at a fixed conversion price of $19.16 per share plus a make-whole premium, presently $2.99 per share, which is calculated based upon a 10-day volume weighted average price measured prior to the date of conversion. |
| (2) | Mr. Glazer is the sole trustee of the Avram Glazer Irrevocable Exempt Trust, which is the sole member of Iconix Acquisition LLC, which is the record owner of the Convertible Notes. As such, Mr. Glazer and the Avram Glazer Irrevocable Exempt Trust may be deemed to share beneficial ownership over the securities beneficially owned by Iconix Acquisition. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Iconix Acquisition LLC
C/O WOODS OVIATT GILMAN LLP
1900 BAUSCH & LOMB PLACE
ROCHESTER, NY 14604 |
| X |
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Avram Glazer Irrevocable Exempt Trust
C/O WOODS OVIATT GILMAN LLP
1900 BAUSCH & LOMB PLACE
ROCHESTER, NY 14604 |
| X |
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GLAZER AVRAM A
C/O WOODS OVIATT GILMAN LLP
1900 BAUSCH & LOMB PLACE
ROCHESTER, NY 14604 |
| X |
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Signatures
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| Iconix Acquisition LLC, By: Avram Glazer Irrevocable Exempt Trust, its sole member, By: /s/ Avram Glazer, Trustee | | 6/25/2021 |
| **Signature of Reporting Person | Date |
| Avram Glazer Irrevocable Exempt Trust, By: /s/ Avram Glazer, Trustee | | 6/25/2021 |
| **Signature of Reporting Person | Date |
| /s/ Avram Glazer | | 6/25/2021 |
| **Signature of Reporting Person | Date |
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