Form SC 13D/A ICONIX BRAND GROUP, INC. Filed by: Sports Direct International plc

 

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. 3)*

 

 

ICONIX BRAND GROUP INC. 

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(Name of Issuer)

 

 

Common Stock

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(Title of Class of Securities)

 

451055107

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(CUSIP Number)

 

 

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

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(Name, Address and Telephone Number of Person Authorized

to Receive Notices and Communications)

 

August 9, 2016

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(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).

 

 

 

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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   7,300,000*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   13.0%*
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. 3 (“Amendment No. 3”) to the Schedule 13D filed by the undersigned on January 5, 2016 as amended by Amendment No. 1 thereto filed on January 13, 2016 and Amendment No. 2 thereto filed on January 21, 2016 (the “Schedule 13D”). This Amendment No. 3 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 7,300,000 Shares, representing a 13.01% 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
	13 June 2016				Purchase				100,000				726.70
	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
	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

 

(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 11, 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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