X0306 4 2014-02-19 0 0000857737 ICONIX BRAND GROUP, INC. ICON 0000944791 COLE NEIL C/O ICONIX BRAND GROUP, INC. 1450 BROADWAY NEW YORK NY 10018 1 1 0 0 CEO and President Common Stock 2014-02-19 4 A 0 382607 0.00 A 2184076 D Common Stock 2014-02-19 4 F 0 112297 38.65 D 2071779 D Common Stock 20000 I As custodian for children Common Stock 15194 I By 401(K) Plan These represent shares underlying Performance Stock Units ("PSUs") that were granted to the reporting person pursuant to the terms of his employment agreement with the issuer and a related PSU Agreement. On February 19, 2014 these shares were determined to have been earned and they vested on such date. Includes 1,181,684 unissued shares underlying RSUs that were granted to the reporting person pursuant to the terms of his 2008 employment agreement with the issuer and a related RSU Agreement. Represents surrender of shares to the issuer in payment of tax liability incident to the vesting of restricted stock. The filing of this Statement shall not be construed to mean that the reporting person is, for the purposes of Section 16 of the Securities and Exchange Act of 1934 (as amended), the beneficial owner of the common stock of the issuer reported as indirectly owned by the reporting person as custodian for his children. /s/ Warren Clamen, Attorney-In-Fact 2014-02-20