SEC FORM 4

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

BARCLAYS PLC

(Last)

(First)

(Middle)

1 CHURCHILL PLACE

CANARY WHARF

(Street)

LONDON

E14 5HP

(City)

(State)

(Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
03/10/2016

4. If Amendment, Date of 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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	03/24/2016		S		100	D	$7.91	4,726,837⁽¹⁾	I	by Barclays Capital Derivatives Funding LLC
Common Stock	03/24/2016		P		100	A	$7.91	4,726,837⁽¹⁾	I	by Barclays Capital Inc.
Common Stock	03/24/2016		P		100	A	$7.86	4,726,837⁽¹⁾	I	by Barclays Capital Inc.
Common Stock	03/24/2016		P		100	A	$7.94	4,726,837⁽¹⁾	I	by Barclays Capital Inc.
Common Stock	03/24/2016		P		81	A	$7.94	4,726,837⁽¹⁾	I	by Barclays Capital Inc.
Common Stock	03/24/2016		P		100	A	$7.88	4,726,837⁽¹⁾	I	by Barclays Capital Inc.
Common Stock	03/24/2016		P		100	A	$7.86	4,726,837⁽¹⁾	I	by Barclays Capital Inc.
Common Stock	03/24/2016		P		100	A	$7.89	4,726,837⁽¹⁾	I	by Barclays Capital Inc.
Common Stock	03/24/2016		P		10	A	$7.85	4,726,837⁽¹⁾	I	by Barclays Capital Inc.
Common Stock	03/24/2016		P		90	A	$7.85	4,726,837⁽¹⁾	I	by Barclays Capital Inc.
Common Stock	03/24/2016		P		100	A	$7.88	4,726,837⁽¹⁾	I	by Barclays Capital Inc.
Common Stock	03/24/2016		P		100	A	$7.89	4,726,837⁽¹⁾	I	by Barclays Capital Inc.
Common Stock	03/24/2016		P		100	A	$7.92	4,726,837⁽¹⁾	I	by Barclays Capital Inc.
Common Stock	03/24/2016		P		100	A	$7.93	4,726,837⁽¹⁾	I	by Barclays Capital Inc.
Common Stock	03/24/2016		P		100	A	$7.94	4,726,837⁽¹⁾	I	by Barclays Capital Inc.
Common Stock	03/24/2016		P		100	A	$7.96	4,726,837⁽¹⁾	I	by Barclays Capital Inc.
Common Stock	03/28/2016		S		1,220	D	$8.14	4,726,837⁽¹⁾	I	by Barclays Capital Inc.
Common Stock	03/28/2016		P		1,220	A	$8.14	4,726,837⁽¹⁾	I	by Barclays Capital Inc.
Common Stock	03/28/2016		S		100	D	$7.825	4,726,837⁽¹⁾	I	by Barclays Capital Derivatives Funding LLC
Common Stock	03/28/2016		S		100	D	$7.89	4,726,837⁽¹⁾	I	by Barclays Capital Inc.
Common Stock	03/28/2016		S		100	D	$7.83	4,726,837⁽¹⁾	I	by Barclays Capital Derivatives Funding LLC
Common Stock	03/28/2016		S		100	D	$7.89	4,726,837⁽¹⁾	I	by Barclays Capital Inc.
Common Stock	03/28/2016		P		100	A	$8.165	4,726,837⁽¹⁾	I	by Barclays Capital Inc.
Common Stock	03/28/2016		S		100	D	$7.8	4,726,837⁽¹⁾	I	by Barclays Capital Inc.
Common Stock	03/28/2016		P		100	A	$8.17	4,726,837⁽¹⁾	I	by Barclays Capital Inc.
Common Stock	03/28/2016		S		100	D	$7.8	4,726,837⁽¹⁾	I	by Barclays Capital Inc.
Common Stock	03/28/2016		P		100	A	$8.135	4,726,837⁽¹⁾	I	by Barclays Capital Inc.
Common Stock	03/28/2016		S		100	D	$7.805	4,726,837⁽¹⁾	I	by Barclays Capital Derivatives Funding LLC
Common Stock	03/28/2016		S		100	D	$7.805	4,726,837⁽¹⁾	I	by Barclays Capital Inc.
Common Stock	03/28/2016		P		100	A	$8.145	4,726,837⁽¹⁾	I	by Barclays Capital Inc.

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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. As of March 10, 2016, the Reporting Persons beneficially owned 5,062,950 shares of common stock of Iconix Brand Group Inc. The amount set forth in column 5 represents the Reporting Persons' beneficial ownership of the common stock of the Issuer as of the close of business on March 28, 2016; ownership information after each reported transaction is not reasonably available to the Reporting Persons.

Remarks:

Part 19

	/s/ James Gibson Head of Large Holdings Compliance	04/14/2016
	** 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 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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