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^*

STEHR DEBORAH SORELL

(Last)

(First)

(Middle)

C/O ICONIX BRAND GROUP, INC.

1450 BROADWAY, 4TH FLOOR

(Street)

NEW YORK

10018

(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	10% Owner
X	Officer (give title below)	Other (specify below)
	SVP and Secretary

3. Date of Earliest Transaction (Month/Day/Year)
03/30/2007

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	03/30/2007		M		30,000	A	$3.5	39,230	D
Common Stock	03/30/2007		M		35,000	A	$2.66	74,230	D
Common Stock	03/30/2007		M		10,998	A	$4.82	85,228	D
Common Stock	03/30/2007		S		20,885	D	$20.4	64,343	D
Common Stock	03/30/2007		S		1,100	D	$20.41	63,243	D
Common Stock	03/30/2007		S		1,100	D	$20.42	62,143	D
Common Stock	03/30/2007		S		800	D	$20.43	61,343	D
Common Stock	03/30/2007		S		500	D	$20.44	60,843	D
Common Stock	03/30/2007		S		1,144	D	$20.45	59,699	D
Common Stock	03/30/2007		S		30,469	D	$20.5	29,230	D
Common Stock	03/30/2007		S		20,000	D	$20.6822⁽¹⁾	9,230	D
Common Stock								9,985	I	By 401(k) Plan

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)
Employee Stock Option (right to buy)	$3.5	03/30/2007		M			30,000	⁽²⁾	12/07/2008	Common Stock	30,000	$0	0	D
Employee Stock Option (right to buy)	$2.66	03/30/2007		M			35,000	⁽³⁾	08/20/2014	Common Stock	35,000	$0	0	D
Employee Stock Option (right to buy)	$4.82	03/30/2007		M			10,998	05/24/2005	05/24/2014	Common Stock	10,998	$0	39,002	D

Explanation of Responses:

1. Represents average reported price. Of the 20,000 shares reported 1, 289 were sold at $20.80; 300 at $20.79, 200 at $20.78: 100 at $20.77; 500 at $20.76; 10,851 at 20.75 and the remaining 6,760 shares were sold at prices ranging from $2.50 to $2.59 per share.

2. The option reported originally provided for the purchase of 30,000 shares and vested as to 10,000 shares on each of December 8 1999, 2000 and 2001.

3. The option reported originally provided for the purchase of 40,000 shares and vested as follows :10,000 shares on August 20, 2004; 15,000 shares on August 20, 2005 and 15,000 shares on August 20, 2006.

	/s/ Deborah Sorell Stehr	04/03/2007
	** 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).
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