8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 16, 2011

ICONIX BRAND GROUP, INC.

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation)

0-10593	11-2481903
(Commission File Number)	(IRS Employer Identification No.)
1450 Broadway, New York, New York	10018
(Address of principal executive offices)	(Zip Code)

(212) 730-0030

(Registrant’s telephone number, including area code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨      Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨      Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨      Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨      Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01   Other Events

On May 16, 2011, Iconix Brand Group, Inc. (the “Company”) issued a press release announcing its intention to offer $275 million aggregate principal amount of convertible senior subordinated notes due 2016 (the “Notes”) in a private placement solely to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended.  A copy of the press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.

On May 18, 2011, the Company issued a press release announcing the pricing of its private offering of $275 million aggregate principal amount of the Notes and its grant to the initial purchasers of an option to purchase up to $25 million aggregate principal amount of the Notes to cover over-allotments, if any.  A copy of the press release is attached hereto as Exhibit 99.2 and incorporated by reference herein.

Item 9.01   Financial Statements and Exhibits.

      (d)      Exhibits.

Exhibit

Number Description of Exhibit

99.1 Press release issued by Iconix Brand Group, Inc., dated May 16, 2011.

99.2 Press release issued by Iconix Brand Group, Inc., dated May 18, 2011.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	ICONIX BRAND GROUP, INC.
	(Registrant)
Date: May 20, 2010	By:	/s/ Warren Clamen
	Name:	Warren Clamen
	Title:	Executive Vice President and Chief Financial Officer

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INDEX TO EXHIBITS

Exhibit

Number Description of Exhibit

99.1 Press release issued by Iconix Brand Group, Inc., dated May 16, 2011.

99.2 Press release issued by Iconix Brand Group, Inc., dated May 18, 2011.

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EX-99.1

Exhibit 99.1

Iconix Brand Group, Inc. Announces Proposed Private Offering of $275 Million of Convertible Senior Subordinated Notes

NEW YORK, May 16, 2011 /PRNewswire/ -- Iconix Brand Group, Inc. (Nasdaq: ICON) ("Iconix") announced that it intends to offer, subject to market and other conditions, $275 million aggregate principal amount of Convertible Senior Subordinated Notes due 2016 (the "notes") in a private offering. The notes will be offered only to qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"). Iconix also expects to grant to the initial purchasers of the notes a 30-day option to purchase up to an additional $25 million aggregate principal amount of notes, solely to cover over-allotments, if any.

Prior to March 1, 2016, the notes will be convertible only upon the occurrence of certain events and during certain periods, and thereafter, at any time until the business day preceding the maturity date of the notes. Upon any conversion, Iconix's conversion obligation will be settled in cash up to the principal amount and, to the extent of any excess over the principal amount, in shares of Iconix common stock, or, if Iconix so elects, cash. The interest rate on, and the conversion rate of, the notes will be determined by negotiations between Iconix and the initial purchasers of the notes.

In connection with the offering of the notes, Iconix expects to enter into privately negotiated convertible note hedge transactions with one or more dealers, each of whom may be an affiliate of an initial purchaser of the notes (the "hedge counterparties"). The convertible note hedge transactions are expected to cover, subject to customary anti-dilution adjustments, the number of shares of Iconix common stock that will initially underlie the notes.  Iconix also expects to enter into separate privately negotiated warrant transactions with the hedge counterparties relating to the same number of shares of Iconix common stock.  In addition, if the initial purchasers exercise their over-allotment option to purchase additional notes, Iconix expects to sell additional warrants and to use a portion of the proceeds from the sale of the additional notes and from the sale of the corresponding additional warrants to enter into additional convertible note hedge transactions. The convertible note hedge transactions are expected to reduce the potential dilution with respect to Iconix common stock upon conversion of the notes.  However, the warrant transactions will have a dilutive effect with respect to Iconix common stock to the extent that the market price per share of Iconix common stock exceeds the applicable strike price of the warrants on any expiration date of the warrants.

In connection with establishing their initial hedges of the convertible note hedge transactions and warrant transactions and concurrently with, or shortly after, the pricing of the notes, the hedge counterparties and/or their affiliates expect to purchase Iconix common stock in open market transactions and/or privately negotiated transactions and/or enter into various cash-settled derivative transactions with respect to Iconix common stock concurrently with, or shortly after, the pricing of the notes. In addition, the hedge counterparties and/or their affiliates may modify their hedge positions by entering into or unwinding various derivative transactions with respect to Iconix common stock and/or by purchasing or selling Iconix common stock in open market transactions and/or privately negotiated transactions following the pricing of the notes from time to time (and are likely to do so during any conversion period related to a conversion of notes). Any of these hedging activities could also increase, decrease or prevent a decline in, the market price of Iconix common stock.

Iconix expects to use the net proceeds from the offering of the notes (i) to fund the net cost of a convertible note hedge transaction with hedge counterparties, (ii) to prepay the outstanding balance of indebtedness under its term loan facility due January 1, 2012 within 90 days after the closing of the offering, (iii) to make future repayment on the existing convertible senior subordinated notes, which may be on or prior to the maturity date thereof, and (iv) for general corporate purposes, which may include, but are not limited to, investing in or acquiring new brands through opportunistic mergers, stock or asset purchases and/or other strategic relationships, although there are no present commitments or agreements with respect to any such investments or acquisitions.

The notes and the shares of Iconix common stock issuable upon conversion thereof, if any, have not been registered under the Securities Act or applicable state securities laws and may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the Securities Act and applicable state securities laws.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

About Iconix Brand Group, Inc:Iconix Brand Group, Inc. owns, licenses and markets a growing portfolio of consumer brands including CANDIE'S (R), BONGO (R), BADGLEY MISCHKA (R), JOE BOXER (R), RAMPAGE (R), MUDD (R), LONDON FOG (R), MOSSIMO (R), OCEAN PACIFIC(R), DANSKIN (R), ROCA WEAR(R), CANNON (R), ROYAL VELVET (R), FIELDCREST (R), CHARISMA (R), STARTER (R) and WAVERLY (R). In addition, Iconix owns an interest in the ARTFUL DODGER (R), ED HARDY (R), ECKO (R), MARC ECKO (R), ZOO YORK (R), MATERIAL GIRL(TM) and PEANUTS (R) brands. Iconix licenses its brands to a network of leading retailers, wholesalers and manufacturers that touch every major segment of retail distribution from the luxury market to the mass market in both the U.S. and worldwide. Through its in-house business development, merchandising, advertising and public relations departments Iconix manages its brands to drive greater consumer awareness and equity.

Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995. The statements that are not historical facts contained in this press release are forward-looking statements that involve a number of known and unknown risks, uncertainties and other factors, all of which are difficult or impossible to predict and many of which are beyond the control of Iconix, which may cause the actual results, performance or achievements of Iconix to be materially different from any future results, performance or achievements expressed or implied by such forward looking statements. Such factors include, but are not limited to, uncertainty regarding the results of Iconix's acquisition of additional licenses, continued market acceptance of current products and the ability to successfully develop and market new products particularly in light of rapidly changing fashion trends, the impact of supply and manufacturing constraints or difficulties relating to Iconix's licensees' dependence on foreign manufacturers and suppliers, uncertainties relating to customer plans and commitments, the ability of licensees to successfully market and sell branded products, competition, uncertainties relating to economic conditions in the markets in which Iconix operates, the ability to hire and retain key personnel, the ability to obtain capital if required, the risks of litigation and regulatory proceedings, the risks of uncertainty of trademark protection, the uncertainty of marketing and licensing acquired trademarks and other risks detailed in Iconix's SEC filings. The words "believe", "anticipate", "estimate", "expect", "confident", "continue", "will", "project", "provide" "guidance" and similar expressions identify forward-looking statements. Readers are cautioned not to place undue reliance on these forward looking statements, which speak only as of the date the statement was made. All forward-looking statements are qualified by these cautionary statements and apply only as of the date they are made. Iconix undertakes no obligation to update any forward-looking statement, whether as a result of new information, future events or otherwise.

Contact:

Jaime Sheinheit

Investor Relations

Iconix Brand Group, Inc.

212.819.2096/jsheinheit@iconixbrand.com

EX-99.2

Exhibit 99.2

Iconix Brand Group, Inc. Announces Pricing of Private Offering of $275 Million of 2.50% Convertible Senior Subordinated Notes

New York, NY -- May 18, 2011 -- Iconix Brand Group, Inc. (Nasdaq: ICON) ("Iconix") announced today the pricing of its private offering of $275 million aggregate principal amount of 2.50% Convertible Senior Subordinated Notes due 2016 (the “notes”) to be sold to qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). Iconix has granted the initial purchasers of the notes a 30-day option to purchase up to an additional $25 million aggregate principal amount of notes, solely to cover over-allotments, if any. The offering is expected to close on May 23, 2011, subject to certain closing conditions.

The notes will be Iconix's unsecured obligations, subordinated in right of payment to existing and future secured senior indebtedness. The notes will pay interest semi-annually in cash on June 1 and December 1 at a rate of 2.50% per year, commencing December 1, 2011. The notes will mature on June 1, 2016. The holders of the notes will have the ability to require Iconix to repurchase all or any portion of their notes for cash in the event of a fundamental change. In such case, the repurchase price would be 100% of the principal amount of the notes being repurchased plus any accrued and unpaid interest.

Prior to March 1, 2016, the notes will be convertible only upon the occurrence of certain events and during certain periods, and thereafter, at any time until the business day preceding the maturity date of the notes. The notes will be convertible at an initial conversion rate of 32.5169 shares of Iconix common stock per $1,000 principal amount of the notes, which is equivalent to an initial conversion price of approximately $30.75, which represents a 32.5% conversion premium to the last sale price of $23.21 per share of Iconix common stock on the NASDAQ on May 17, 2011. In addition, following certain corporate transactions that occur prior to the maturity date, Iconix will, in certain circumstances, increase the conversion rate for a holder that elects to convert its notes in connection with such corporate transaction. Upon any conversion, Iconix’s conversion obligation will be settled in cash up to the principal amount and, to the extent of any excess over the principal amount, in shares of Iconix common stock, or, if Iconix so elects, cash.

In connection with the offering of the notes, Iconix has entered into privately negotiated convertible note hedge transactions with one or more dealers, each of whom is an initial purchaser of the notes or an affiliate thereof (the "hedge counterparties"). The convertible note hedge transactions will cover, subject to customary anti-dilution adjustments, the number of shares of Iconix common stock that will initially underlie the notes.  Iconix has also entered into separate privately negotiated warrant transactions with the hedge counterparties relating to the same number of shares of Iconix common stock.  The strike price of the warrant transactions will initially be approximately $40.6175 per share, which represents a 75.0% premium to the last sale price of Iconix common stock on the NASDAQ on May 17, 2011.  In addition, if the initial purchasers exercise their over-allotment option to purchase additional notes, Iconix expects to sell additional warrants and to use a portion of the proceeds from the sale of the additional notes and from the sale of the corresponding additional warrants to enter into additional convertible note hedge transactions.  The convertible note hedge transactions are expected to reduce the potential dilution with respect to Iconix common stock upon conversion of the notes.  However, the warrant transactions will have a dilutive effect with respect to Iconix common stock to the extent that the market price per share of Iconix common stock exceeds the applicable strike price of the warrants on any expiration date of the warrants.

In connection with establishing their initial hedges of the convertible note hedge transactions and warrant transactions and concurrently with, or shortly after, the pricing of the notes, the hedge counterparties and/or their affiliates expect to purchase Iconix common stock in open market transactions and/or privately negotiated transactions and/or enter into various cash-settled derivative transactions with respect to Iconix common stock. In addition, the hedge counterparties and/or their affiliates may modify their hedge positions by entering into or unwinding various derivative transactions with respect to Iconix common stock and/or by purchasing or selling Iconix common stock in open market transactions and/or privately negotiated transactions following the pricing of the notes from time to time (and are likely to do so during any conversion period related to a conversion of notes). Any of these hedging activities could also increase, decrease or prevent a decline in, the market price of Iconix common stock.

Iconix estimates that the net proceeds from the offering of the notes will be approximately $268.1 million (or approximately $292.5 million if the initial purchasers exercise their over-allotment option in full), after deducting the initial purchasers' fees, but excluding offering expenses.  In addition, Iconix expects to receive proceeds from the sale of the warrants described above.  Iconix expects to use the net proceeds from the offering of the notes (i) to fund the net cost of a convertible note hedge transaction with hedge counterparties, (ii) to prepay the outstanding balance of indebtedness under its term loan facility due January 1, 2012 within 90 days after the closing of the offering, (iii) to make future repayment on the existing convertible senior subordinated notes, which may be on or prior to the maturity date thereof, and (iv) for general corporate purposes, which may include, but are not limited to, investing in or acquiring new brands through opportunistic mergers, stock or asset purchases and/or other strategic relationships, although there are no present commitments or agreements with respect to any such investments or acquisitions.

The notes and the shares of Iconix common stock issuable upon conversion thereof, if any, have not been registered under the Securities Act or applicable state securities laws and may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the Securities Act and applicable state securities laws.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

About Iconix Brand Group, Inc: Iconix Brand Group, Inc. owns, licenses and markets a growing portfolio of consumer brands including CANDIE'S (R), BONGO (R), BADGLEY MISCHKA (R), JOE BOXER (R), RAMPAGE (R), MUDD (R), LONDON FOG (R), MOSSIMO (R), OCEAN PACIFIC(R), DANSKIN (R), ROCA WEAR(R), CANNON (R), ROYAL VELVET (R), FIELDCREST (R), CHARISMA (R), STARTER (R) and WAVERLY (R). In addition, Iconix owns an interest in the ARTFUL DODGER (R), ED HARDY (R), ECKO (R), MARC ECKO (R), ZOO YORK (R), MATERIAL GIRL (TM) and PEANUTS (R) brands.  Iconix licenses its brands to a network of leading retailers, wholesalers and manufacturers that touch every major segment of retail distribution from the luxury market to the mass market in both the U.S. and worldwide. Through its in-house business development, merchandising, advertising and public relations departments Iconix manages its brands to drive greater consumer awareness and equity.

Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995. The statements that are not historical facts contained in this press release are forward-looking statements that involve a number of known and unknown risks, uncertainties and other factors, all of which are difficult or impossible to predict and many of which are beyond the control of Iconix, which may cause the actual results, performance or achievements of Iconix to be materially different from any future results, performance or achievements expressed or implied by such forward looking statements. Such factors include, but are not limited to, uncertainty regarding the results of Iconix 's acquisition of additional licenses, continued market acceptance of current products and the ability to successfully develop and market new products particularly in light of rapidly changing fashion trends, the impact of supply and manufacturing constraints or difficulties relating to Iconix's licensees' dependence on foreign manufacturers and suppliers, uncertainties relating to customer plans and commitments, the ability of licensees to successfully market and sell branded products, competition, uncertainties relating to economic conditions in the markets in which Iconix operates, the ability to hire and retain key personnel, the ability to obtain capital if required, the risks of litigation and regulatory proceedings, the risks of uncertainty of trademark protection, the uncertainty of marketing and licensing acquired trademarks and other risks detailed in Iconix's SEC filings. The words "believe", "anticipate", "estimate", "expect", "confident", "continue", "will", "project", "provide" "guidance" and similar expressions identify forward-looking statements. Readers are cautioned not to place undue reliance on these forward looking statements, which speak only as of the date the statement was made. All forward-looking statements are qualified by these cautionary statements and apply only as of the date they are made.  Iconix undertakes no obligation to update any forward-looking statement, whether as a result of new information, future events or otherwise.

Contact:

Jaime Sheinheit

Investor Relations

Iconix Brand Group, Inc.

212.819.2096/jsheinheit@iconixbrand.com