Amended Statement of Beneficial Ownership (sc 13d/a)
November 03 2017 - 12:02PM
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. 11)*
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)
November 1, 2017
(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)
þ
|
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)
¨
|
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
5,651,532*
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
¨
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.9%*
|
14
|
TYPE OF REPORTING PERSON
CO
|
* Beneficial ownership is disclaimed for both Section 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. 11 (“Amendment
No. 11”) 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, Amendment No. 3 thereto filed on August 11, 2016, Amendment
No. 4 thereto filed on August 23, 2016, Amendment No. 5 thereto filed on November 15, 2016, Amendment No. 6 thereto filed on January
17, 2017, Amendment No. 7 thereto filed on March 3, 2017, Amendment No. 8 thereto filed on March 31, 2017, Amendment No. 9 thereto
filed on May 18, 2017 and Amendment No. 10 thereto filed on June 7, 2017 (the “Schedule 13D”). This Amendment
No. 11 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
5,651,532 Shares, representing a 9.90% economic interest in the Shares. Such interest is held through the CFDs with unrelated third
parties 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 unrelated
third parties 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 (USD)
|
|
4 October 2017
|
|
Sale
|
|
|
41,854
|
|
|
|
5.68
|
|
5 October 2017
|
|
Sale
|
|
|
52,338
|
|
|
|
5.73
|
|
6 October 2017
|
|
Sale
|
|
|
4,402
|
|
|
|
5.66
|
|
9 October 2017
|
|
Sale
|
|
|
2,500
|
|
|
|
5.55
|
|
10 October 2017
|
|
Sale
|
|
|
25,000
|
|
|
|
5.55
|
|
11 October 2017
|
|
Sale
|
|
|
2,210
|
|
|
|
5.54
|
|
1 November 2017
|
|
Sale
|
|
|
142,756
|
|
|
|
1.98
|
|
1 November 2017
|
|
Sale
|
|
|
579,798
|
|
|
|
1.98
|
|
1 November 2017
|
|
Sale
|
|
|
9,635
|
|
|
|
1.98
|
|
1 November 2017
|
|
Sale
|
|
|
123,400
|
|
|
|
1.98
|
|
1 November 2017
|
|
Sale
|
|
|
326,667
|
|
|
|
1.98
|
|
1 November 2017
|
|
Sale
|
|
|
137,908
|
|
|
|
1.98
|
|
(d) Not known.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings
or Relationships with Respect to Securities of the Issuer
Item 6 of the Schedule 13D is hereby amended and restated in
its entirety as follows:
On August 9, 2017, the Reporting Person entered into put options
referencing an aggregate of 500,000 Shares with a strike price of $5.00 and which are exercisable on January 19, 2018.
Except for the arrangements described herein, to the best knowledge
of the Reporting Person, there are no other contracts, arrangements, understandings or relationships (legal or otherwise) among
the person named in Item 2 and between such persons and any other person with respect to any securities of the Issuer, including
but not limited to, transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements,
puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.
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: November 3, 2017
|
Sports Direct International plc
|
|
|
|
|
By:
|
/s/ Cameron Olsen
|
|
|
Name: Cameron Olsen
|
|
|
Title: Company Secretary
|
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