Sec Form 3 Filing - Iconix Acquisition LLC @ ICONIX BRAND GROUP, INC. - 2021-06-15

FORM 3 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 Iconix Acquisition LLC 2. Issuer Name and Ticker or Trading Symbol ICONIX BRAND GROUP, INC. [ ICON] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O WOODS OVIATT GILMAN LLP, 1900 BAUSCH & LOMB PLACE 3. Date of Earliest Transaction (MM/DD/YY) 06/15/2021 (Street) ROCHESTER, NY14604 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ 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

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 Indirect (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 Convertible Notes ( 1 ) ( 1 ) ( 1 ) Common Stock 5,595,502 I By Iconix Acquisition LLC ( 2 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Iconix Acquisition LLC C/O WOODS OVIATT GILMAN LLP 1900 BAUSCH & LOMB PLACE ROCHESTER, NY14604 X Avram Glazer Irrevocable Exempt Trust C/O WOODS OVIATT GILMAN LLP 1900 BAUSCH & LOMB PLACE ROCHESTER, NY14604 X GLAZER AVRAM A C/O WOODS OVIATT GILMAN LLP 1900 BAUSCH & LOMB PLACE ROCHESTER, NY14604 X Signatures Iconix Acquisition LLC, By: Avram Glazer Irrevocable Exempt Trust, its sole member, By: /s/ Avram Glazer, Trustee 06/25/2021 Signature of Reporting Person Date Avram Glazer Irrevocable Exempt Trust, By: /s/ Avram Glazer, Trustee 06/25/2021 Signature of Reporting Person Date /s/ Avram Glazer 06/25/2021 Signature of Reporting Person Date

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.

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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