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WOOD JEFFREY NEIL filed this Form 3 on 11/08/2018
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SEC FORM 3 SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person*
Wood Jeffrey Neil

(Last) (First) (Middle)
C/O ICONIX BRAND GROUP, INC.,
1450 BROADWAY

(Street)
NEW YORK NY 10018

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
10/29/2018
3. Issuer Name and Ticker or Trading Symbol
ICONIX BRAND GROUP, INC. [ ICON ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
INTERIM CFO
5. 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 Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
COMMON STOCK 34,712(1) D
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. Represents shares of restricted common stock ("RSUs") that were previously granted to the reporting person pursuant to the terms of his existing offer letter with the issuer and its employee benefit plan and related RSU Agreements, 22,304 of which vested prior to the date hereof. The remaining RSUs vest in installments of (a) 10,930 on December 14, 2018, (b) 739 on March 30, 2019, and (c) 739 on March 30, 2020 (each such date a "Time Vesting Date"), subject to the reporting person's continuous employment with the issuer through each Time Vesting Date and subject to the terms of the applicable RSU Agreement between the issuer and the reporting person.
/s/ Jeff Wood 11/08/2018
** 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 5 (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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
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