FORM 4 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 OF SECURITIES 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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(Print or Type Responses)

1. Name and Address of Reporting Person * HAUGH JOHN N   2. Issuer Name and Ticker or Trading Symbol ICONIX BRAND GROUP, INC. [ICON] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) President and CEO (Last) (First) (Middle) C/O ICONIX BRAND GROUP, INC., 1450 BROADWAY 3. Date of Earliest Transaction (Month/Day/Year) 02/22/2017 (Street) NEW YORK, NY 10018 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ 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 (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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 Common Stock 02/22/2017   F(1)   52,199 D $ 9.18 256,238 D   Common Stock 03/07/2017   A(2)   49,824 A $ 7.52 306,062 D   Common Stock 03/07/2017   A(3)   97,508 A $ 7.52 403,570 D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

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 (Month/Day/Year)

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

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
HAUGH JOHN N C/O ICONIX BRAND GROUP, INC. 1450 BROADWAY NEW YORK, NY 10018	X		President and CEO

Signatures

/s/ John N. Haugh		03/09/2017
**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Represents surrender of shares in the amount of 41,687 and 10,512, respectively, to the issuer in payment of tax liability incident to the vesting of two separate grants of restricted stock.
(2)	These represent shares underlying Performance Stock Units ("PSUs") that were granted to the reporting person pursuant to the terms of a long-term incentive plan adopted by the Company in March 2016 (the "2016 LTIP). On March 7, 2017 these shares were determined to have been earned and automatically converted to Restricted Stock Units ("RSUs") per the terms of the reporting person's PSU Agreement with the issuer.
(3)	These represent shares underlying RSUs that were granted to the reporting person pursuant to a long-term incentive plan approved by the Company in March 2017 (the "2017 LTIP"). The RSUs vest in installments of 32,503, 32,503 and 32,502 on March 30, 2018, March 30, 2019 and March 30, 2020, respectively (each a "Time Vesting Date"), subject to the reporting person's continuous employment with the issuer through each respective Time Vesting Date and subject to the terms of the RSU Agreement between the issuer and the reporting person.
Remarks: President and Chief Executive Officer

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