SEC Form SC 13G/A filed

 UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO RULE 13d-2(b)

(Amendment No. 1)¹

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

1              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).

* Includes shares of common stock issuable upon conversion of 5.75% Convertible Subordinated Secured Second Lien Notes Due August 15, 2023 that were issued on February 22, 2018 (the “Notes”), subject to an ownership limitation of 9.985% of the total number of shares of common stock issued and outstanding. The Reporting Persons beneficially own $38,625,000 principal amount of Notes.

* Includes shares of common stock issuable upon conversion of 5.75% Convertible Subordinated Secured Second Lien Notes Due August 15, 2023 that were issued on February 22, 2018 (the “Notes”), subject to an ownership limitation of 9.985% of the total number of shares of common stock issued and outstanding. The Reporting Persons beneficially own $38,625,000 principal amount of Notes.

* Includes shares of common stock issuable upon conversion of 5.75% Convertible Subordinated Secured Second Lien Notes Due August 15, 2023 that were issued on February 22, 2018 (the “Notes”), subject to an ownership limitation of 9.985% of the total number of shares of common stock issued and outstanding. The Reporting Persons beneficially own $38,625,000 principal amount of Notes.

* Includes shares of common stock issuable upon conversion of 5.75% Convertible Subordinated Secured Second Lien Notes Due August 15, 2023 that were issued on February 22, 2018 (the “Notes”), subject to an ownership limitation of 9.985% of the total number of shares of common stock issued and outstanding. The Reporting Persons beneficially own $38,625,000 principal amount of Notes.

* Includes shares of common stock issuable upon conversion of 5.75% Convertible Subordinated Secured Second Lien Notes Due August 15, 2023 that were issued on February 22, 2018 (the “Notes”), subject to an ownership limitation of 9.985% of the total number of shares of common stock issued and outstanding. The Reporting Persons beneficially own $38,625,000 principal amount of Notes.

Iconix Brand Group, Inc., a Delaware corporation (the “Issuer”).

1450 Broadway, Third Floor

New York, New York 10018

This statement is filed by Mudrick Distressed Opportunity Drawdown Fund II, L.P. (“Drawdown II LP”), Mudrick Distressed Opportunity Drawdown Fund II GP, LLC (“Drawdown II GP”), Mudrick Capital Management, L.P. (“MCM”), Mudrick Capital Management, LLC (“MCM GP”) and Jason Mudrick. Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.”

Drawdown II GP is the general partner of Drawdown II LP and may be deemed to beneficially own the Shares owned directly by Drawdown II LP. MCM is the investment manager to Drawdown II LP. MCM GP is the general partner of MCM. Mr. Mudrick is the sole member of Drawdown II GP and MCM GP. By virtue of these relationships, each of MCM, MCM GP and Mr. Mudrick may be deemed to beneficially own the Shares owned directly by Drawdown II LP.

The address of the principal office of each of the Reporting Persons is 527 Madison Avenue, 6^th Floor, New York, NY 10022.

Each of Drawdown II LP, Drawdown II GP, MCM and MCM GP is organized under the laws of the State of Delaware. Mr. Mudrick is a citizen of the United States of America.

Common Stock, par value $0.001 per share (the “Shares”)

451055AG2

See Cover Page Item 9 for each Reporting Person. The filing of this Schedule 13G shall not be construed as an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any of the Shares reported herein. Each of the Reporting Persons specifically disclaims beneficial ownership of the Shares reported herein that are not directly owned by such Reporting Person except to the extent of his or its pecuniary interest therein.

See Cover Page Item 11 for each Reporting Person. The percentages of Shares reported owned by each person named herein is based upon 13,174,848 Shares outstanding, as of November 7, 2020, which is the total number of Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 16, 2020, plus 863,173. As a result of the 9.985% ownership limitation in the Notes, the Reporting Persons can currently convert the Notes into 863,173 Shares without making sales of common stock.

See Cover Pages Items 5-9.

See Cover Pages Items 5-9.

See Cover Pages Items 5-9.

See Cover Pages Items 5-9.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ].

Not Applicable.

Not Applicable.

See Exhibit 99.1 to the Schedule 13G filed with the Securities and Exchange Commission on May 21, 2020.

Not Applicable.

By signing below each of the undersigned certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

SIGNATURE

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

Dated: February 12, 2021