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. 5)*

 

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 11, 2016

 

 

(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).

 

 

 

 

 

 

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) 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) 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

 

5,900,000*

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

10.5%*

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. 5 (“Amendment No. 5”) 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 and Amendment No. 4 thereto filed on August 23, 2016 (the “Schedule 13D”). This Amendment No. 5 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 5,900,000 Shares, representing an 10.51% 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
12 September 2016   Purchase   3,600   792.47
13 September 2016   Purchase   15,400   797.36
14 September 2016   Purchase   5,150   794.92
16 September 2016   Purchase   45,441   787.84
19 September 2016   Purchase   200   798.50
20 September 2016   Purchase   14,000   796.00
23 September 2016   Sale   2,500   851.00
29 September 2016   Purchase   346   800.00
30 September 2016   Purchase   2,500   796.90
05 October 2016   Sale   40,259   853.41
06 October 2016   Sale   1,000   855.00
10 October 2016   Sale   15,400   861.13
10 October 2016   Sale   2,900   861.13
17 October 2016   Purchase   22,850   792.99
18 October 2016   Purchase   22,539   791.94
19 October 2016   Purchase   24,323   795.44
20 October 2016   Purchase   59,469   771.49
21 October 2016   Purchase   42,468   761.68
24 October 2016   Purchase   3,773   756.84
24 October 2016   Purchase   44,030   746.94
25 October 2016   Purchase   15,937   737.94
25 October 2016   Purchase   12,600   746.43
26 October 2016   Purchase   1,600   739.94
01 November 2016   Sale   1,250   800.25

 

 

 

 

03 November 2016   Purchase   13,426   744.60
04 November 2016   Sale   10,906   802.38
07 November 2016   Sale   44,030   802.35
07 November 2016   Sale   8,476   802.35
08 November 2016   Sale   50   824.00
08 November 2016   Purchase   27,069   699.93
08 November 2016   Purchase   50   706.00
08 November 2016   Sale   11,311   814.19
09 November 2016   Sale   38,689   830.17
09 November 2016   Sale   12,600   838.03
09 November 2016   Sale   4,900   838.03
09 November 2016   Sale   350   838.03
09 November 2016   Sale   5,031   838.03
09 November 2016   Sale   50   838.03
09 November 2016   Sale   15,758   838.03
09 November 2016   Sale   72,880   838.03
09 November 2016   Sale   88,431   838.03
10 November 2016   Sale   3,773   883.92
10 November 2016   Sale   3,779   883.92
10 November 2016   Sale   59,469   883.92
10 November 2016   Sale   5,182   883.92
10 November 2016   Sale   200   883.92
10 November 2016   Sale   24,323   883.92
10 November 2016   Sale   22,539   883.92
10 November 2016   Sale   22,850   883.92
10 November 2016   Sale   2,500   883.92
10 November 2016   Sale   100   883.92
10 November 2016   Sale   2,250   883.92
10 November 2016   Sale   14,000   883.92
10 November 2016   Sale   346   883.92
10 November 2016   Sale   600   883.92
10 November 2016   Sale   38,089   883.92
10 November 2016   Sale   55,185   907.93
10 November 2016   Sale   7,247   907.93
11 November 2016   Sale   3,078   934.93
11 November 2016   Sale   34,490   934.93
11 November 2016   Sale   100,000   934.93
11 November 2016   Sale   20,098   951.00
11 November 2016   Sale   69,464   951.00
14 November 2016   Sale   110,438   990.62
14 November 2016   Sale   100,000   974.80

 

(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: November 15, 2016

 

  Sports Direct International plc
   
  By: Cameron Olsen
  its Company Secretary
     
  By: /s/ Cameron Olsen
    Name: Cameron Olsen
    Title: Company Secretary