SEC Form 3 · accession 0001144204-19-009222
ICONIX BRAND GROUP, INC. · ICON
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
John McClain
Officer — EVP & CFO
Period of report
Feb 11, 2019
Accepted (ET)
Feb 21, 2019 · 10:47 am EST
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 | — | — | — | 1,750,000 | D | ||
| COMMON STOCKF2 | holding | — | — | — | 1,520,925 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Represents the total amount of shares of RSUs following the grant to the reporting person of 1,750,000 RSUs pursuant to the terms of his employment agreement with the issuer and a related RSU Agreement (the "Employment Inducement RSUs"), 583,333 of which vested immediately on February 11, 2019. The remaining 1,166,667 Employment Inducement RSUs vest on February 11, 2020, 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 on February 11, 2020.
- F2Represents the total amount of RSUs following the surrender to the issuer of 229,075 RSUs in payment of tax liability incident to the vesting of the grant of Employment Inducement RSUs referenced under footnote 1.