13D Filing: Sports Direct International Plc and Iconix Brand Group Inc. (NASDAQ:ICON)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

(Rule 13d-101)

Under the Securities Exchange Act of
1934

 

(Amendment No. 8)*

 

ICONIX BRAND GROUP INC.

 

(Name of Issuer)

 

Common Stock

 

(Title of Class of Securities)

 

451055107

 

(CUSIP Number)

 

Cameron Olsen
Unit A, Brook Park East
Shirebrook
NG20 8RY
United Kingdom
+44 845 1299 289

 

(Name, Address and Telephone Number of
Person Authorized

to Receive Notices and Communications)

 

March 29, 2017

 

(Date of Event Which Requires Filing
of this Statement)

 

If
the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule
13D, and is filing this schedule because of §240.13d-1(e), §240.13d-1(f) or §240.13d-1(g), check the following box:       ¨

 

Note: Schedules filed in paper format
shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties
to whom copies are to be sent.

 

*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.

  

The information required on the remainder
of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of
1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions
of the Act (however, see the Notes).

 

 

CUSIP No. 451055107

 

1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Sports Direct International plc
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) þ
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION United Kingdom

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER *
	8	SHARED VOTING POWER *
	9	SOLE DISPOSITIVE POWER *
	10	SHARED DISPOSITIVE POWER *

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,357,580*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.2%*
14	TYPE OF REPORTING PERSON CO

* Beneficial ownership is disclaimed for both Section 13(d)
and Section 16(a) purposes as interests are economic interests held through contracts for differences, the terms of which do not
confer voting rights or dispositive power.

The following constitutes Amendment No. 8 (“Amendment
No. 8”) to the Schedule 13D filed by the undersigned on January 5, 2016 as amended by Amendment No. 1 thereto filed
on January 13, 2016, Amendment No. 2 thereto filed on January 21, 2016, Amendment No. 3 thereto filed on August 11, 2016, Amendment
No. 4 thereto filed on August 23, 2016, Amendment No. 5 thereto filed on November 15, 2016, Amendment No. 6 thereto filed on January
17, 2017 and Amendment No. 7 thereto filed on March 3, 2017 (the “Schedule 13D”). This Amendment No. 8 amends
the Schedule 13D as specifically set forth.

 

Item 5. Interest in Securities of the
Issuer

Item 5 of the Schedule 13D is hereby amended and restated in
its entirety as follows:

(a) The Reporting Person has an indirect economic interest in
6,357,580 Shares, representing an 11.16% economic interest in the Shares. Such interest is held through the CFDs with Monecor (London)
Limited, trading as ETX Capital, (“ETX Capital”) listed in paragraph (c) of this Item 5.

(b) Pursuant to the CFDs, the Reporting Person does not have
the power to vote or direct the vote, or power to dispose or direct the disposition, of any of the Shares and, accordingly, beneficial
ownership is disclaimed pursuant to Rules 13d-4 and 16a-1(a)(4) for Section 13(d) and Section 16(a) purposes.

(c) The following table lists each of the purchases and sales
by the Reporting Person of CFDs in respect of the Shares during the past 60 days. Each of these CFDs were entered into with ETX
Capital and provide that the parties will exchange the difference in the value of the Shares at the time at which the contract
is agreed and the time at which it is closed. There were no other transactions effected by the Reporting Person in the Shares or
other indirect interests in the Shares during this period.

Date of transaction		Type of transaction		Number of Shares subject to the CFD				Price per Share at the time CFD agreed
27 January 2017		Purchase			3,000				989.57
30 January 2017		Purchase			18,323				980.17
1 February 2017		Purchase			21,000				987.55
2 February 2017		Purchase			38,543				964.87
3 February 2017		Purchase			22,879				947.07
3 February 2017		Purchase			30,000				936.31
6 February 2017		Purchase			45,000				935.79
7 February 2017		Purchase			25,000				914.98
22 February 2017		Purchase			6,500				889.08
23 February 2017		Purchase			193,500				852.81
24 February 2017		Purchase			191,500				813.56
27 February 2017		Purchase			84,000				804.92
28 February 2017		Purchase			24,500				791.46
28 February 2017		Purchase			41,500				765.48
1 March 2017		Purchase			36,201				780.51
2 March 2017		Purchase			24,000				781.90
3 March 2017		Purchase			28,000				761.18
6 March 2017		Purchase			55,985				766.16
7 March 2017		Purchase			30,000				751.91
8 March 2017		Purchase			32,500				754.25
9 March 2017		Purchase			22,700				744.91
10 March 2017		Purchase			41,800				749.24
13 March 2017		Purchase			45,050				726.48
14 March 2017		Purchase			25,950				731.07

15 March 2017		Purchase			16,314				714.02
16 March 2017		Purchase			15,000				723.56
16 March 2017		Purchase			23,400				735.74
17 March 2017		Purchase			45,000				728.21
17 March 2017		Purchase			2,500				728.21
20 March 2017		Purchase			29,200				728.19
21 March 2017		Purchase			43,715				711.31
22 March 2017		Purchase			44,000				694.18
23 March 2017		Purchase			33,500				707.75
24 March 2017		Purchase			20,500				707.01
27 March 2017		Purchase			21,550				707.16
28 March 2017		Purchase			36,908				730.69
29 March 2017		Purchase			42,307				733.17

(d) Not known.

(e) Not applicable.

 

SIGNATURE

 

After reasonable inquiry and to the best
of each of the undersigned’s knowledge and belief, such person hereby certifies that the information set forth in this statement
is true, complete and correct.

 

Dated: March 31, 2017

 

	Sports Direct International plc
	By: Cameron Olsen
	its Company Secretary

	By:	/s/ Cameron Olsen
		Name: Cameron Olsen
		Title: Company Secretary