Iconix Brand (ICON) Form 3 ICONIX BRAND / AVRAM A GLAZER ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:	3235-0104
Estimated average burden
hours per response:	0.5

1. Name and Address of Reporting Person^*

Iconix Acquisition LLC

(Last) (First) (Middle)

C/O WOODS OVIATT GILMAN LLP

1900 BAUSCH & LOMB PLACE

(Street)

ROCHESTER NY 14604

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/15/2021

3. Issuer Name and Ticker or Trading Symbol
ICONIX BRAND GROUP, INC. [ ICON ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
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)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: 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	5,595,502	(1)	I	By Iconix Acquisition LLC(2)

1. Name and Address of Reporting Person^*

Iconix Acquisition LLC

(Last) (First) (Middle)

C/O WOODS OVIATT GILMAN LLP

1900 BAUSCH & LOMB PLACE

(Street)

ROCHESTER NY 14604

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Avram Glazer Irrevocable Exempt Trust

(Last) (First) (Middle)

C/O WOODS OVIATT GILMAN LLP

1900 BAUSCH & LOMB PLACE

(Street)

ROCHESTER NY 14604

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

GLAZER AVRAM A

(Last) (First) (Middle)

C/O WOODS OVIATT GILMAN LLP

1900 BAUSCH & LOMB PLACE

(Street)

ROCHESTER NY 14604

(City) (State) (Zip)

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.

	Iconix Acquisition LLC, By: Avram Glazer Irrevocable Exempt Trust, its sole member, By: /s/ Avram Glazer, Trustee	06/25/2021
	Avram Glazer Irrevocable Exempt Trust, By: /s/ Avram Glazer, Trustee	06/25/2021
	/s/ Avram Glazer	06/25/2021
	** Signature of Reporting Person	Date
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 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.