SEC Form 3 · accession 0001144204-18-054744
ICONIX BRAND GROUP, INC. · ICON
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Robert Galvin
Officer — PRESIDENT AND CEO · Director
Period of report
Oct 15, 2018
Accepted (ET)
Oct 22, 2018 · 4:30 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000857737
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| COMMON STOCKF1 | holding | — | — | — | 832,179 | D | ||
| COMMON STOCKF2 | holding | — | — | — | 3,143,783 | D | ||
| COMMON STOCKF3 | holding | — | — | — | 2,852,162 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Represents shares of restricted common stock ("RSUs") that were granted to the reporting person pursuant to the terms of his employment agreement with the issuer and a related RSU Agreement. The RSUs vest in installments of 277,393, 277, 393 and 277,392, respectively, on March 31, 2019, March 31, 2020 and March 31, 2021 (each a "Time Vesting Date"), subject to the reporting person's continuous employment with the issuer through each Time Vesting Date and subject to the terms of the RSU Agreement between the issuer and the reporting person.
- F2Represents the total amount of shares of RSUs following the grant to the reporting person of 2,311,604 RSUs pursuant to the terms of his employment agreement with the issuer and a related RSU Agreement (the "Employment Inducement RSUs"), 770,535 of which vested immediately on October 15, 2018. The remaining 1,541,069 Employment Inducement RSUs vest on October 15, 2019, subject to the reporting person's continuous employment with the issuer through the vesting date; provided that, if the reporting person's employment terminates for any reason before such vesting date, then all of the Employment Inducement RSUs (whether or not then vested) will be forfeited immediately for no consideration; provided further, that if the reporting person is terminated by the issuer without cause and unrelated to the issuer's or the reporting person's performance, all unvested Employment Inducement RSUs shall vest (and be settled) on October 15, 2019.
- F3Represents the total amount of RSUs following the surrender to the issuer of 291,621 RSUs in payment of tax liability incident to the vesting of the grant of Employment Inducement RSUs referenced under footnote 2.