SCHEDULE
13D
|
Under
the Securities Exchange Act of 1934
(Amendment
No. 8)*
|
ICONIX
BRAND GROUP, INC.
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(Name
of Issuer)
|
Common
stock
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(Title
of Class of Securities)
|
451055
10 7
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(CUSIP
Number)
|
Ethan
Seer, Esq.
Blank
Rome LLP
405
Lexington Avenue
New
York, NY 10174
(212)
885-5393
|
(NAME,
ADDRESS AND TELEPHONE NUMBER OF PERSON
AUTHORIZED
TO RECEIVE NOTICES AND
COMMUNICATIONS)
|
June
9, 2009
|
(Date
of Event Which Requires Filing of this
Statement)
|
·
|
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.
|
CUSIP
NO. 451055 10 7
|
Page
2 of 4 Pages
|
1
|
NAMES
OF REPORTING PERSONS
NEIL COLE
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) o
(b) o
|
|
SEC
USE ONLY
|
||
4
|
SOURCE
OF FUNDS*
N/A
|
|
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 STATES
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
2,329,145
(includes 2,210,366 shares issuable upon exercise of options)
|
8
|
SHARED
VOTING POWER
0
|
|
9
|
SOLE
DISPOSITIVE POWER
2,329,145
(includes 2,210,366 shares issuable upon exercise of options)
|
|
10
|
SHARED
DISPOSITIVE POWER
0
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,565,482 (includes 2,210,366
shares issuable upon exercise of options and 236,337 shares of common
stock underlying restricted stock units that vested on 12.31.2008, the
delivery of which the reporting person has agreed to defer.)
|
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
o
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.5%
|
|
14
|
TYPE
OF REPORTING PERSON*
IN
|
/s/ Neil
Cole
|
|
NEIL
COLE
|
|