Iconix Brand Group Inc. (ICON): Huber Capital Management Signs An Agreement

UNITED
STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS
FILED PURSUANT

TO RULE 13d-1(a) AND AMENDMENTS THERETO
FILED PURSUANT TO

RULE 13d-2(a)

(Amendment No. 2)*

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

(Date of Event which Requires Filing of
this Statement)

If the
filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D,
and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [_]

Note: Schedules filed in paper
format shall include a signed original and five copies of this schedule, including all exhibits. See §§240.13d-7 for
other parties to whom copies are to be sent.

(continued on following pages)

(Page 1 of 9 Pages)

_______

*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).

This Amendment No. 2 (“Amendment
No. 2”) is being filed to amend the Statement on Schedule 13D filed on August 12, 2016 (the “Original 13D”),
as subsequently amended by Amendment No. 1 filed on August 26, 2016 (“Amendment No. 1”), each regarding the beneficial
ownership of Common Stock, $.001 par value per share (the “Common Stock”) of Iconix Brand Group Inc. (the “Issuer”),
whose principal place of business is located at 1450 Broadway, New York New York 10018. Except as specifically provided herein,
this Amendment No. 2 modifies the Original 13D and Amendment No. 1 in their entirety.

The foregoing persons are hereinafter collectively
referred to as the “Reporting Persons.”

HCM caused HCM’s clients to acquire the shares of Common
Stock held in such client’s accounts using client funds. Mr. Huber acquired his shares of Common Stock with personal funds.

The Common Stock was acquired for investment purposes. The Reporting
Persons may cause further acquisitions of additional shares of Common Stock or sales of Common Stock through (i) purchases or sales
from time to time in the open market at prices prevailing in the market at the time of such purchases or sales, (ii) privately
negotiated transactions at prices which may or may not be related to prices prevailing in the open market at the time of such purchases
or sales, or (iii) a combination of open market and privately negotiated transactions.

Such acquisition or sale of additional shares of Common Stock
on behalf of the Reporting Persons clients will be, in all cases, subject to the availability of shares at prices deemed by such
Reporting Persons to be reasonable and consistent with prudent investment criteria and to general economic circumstances. As prices
and economic factors are not expected to be static, there can be no assurances that the Reporting Persons will cause the purchase
or sale of any additional shares of Common Stock or that the Reporting Persons will be causing the purchase or sale of additional
shares of Common Stock at any given time, nor can there be any prediction regarding the number of shares of Common Stock over which
the Reporting Persons will have voting or dispositive power at any given time or from time to time. The Reporting Persons reserve
the right to cause the sale or other disposition of any or all of these shares of Common Stock at any time or from time to time.

The Reporting Persons may also engage in any hedging or similar
transactions with respect to the Common Stock.

On September 26, 2016, the Reporting Persons entered into an
agreement with the Issuer, reflecting the Reporting Persons’ support of the Issuer’s slate of directors for election
to the board at the Issuer’s 2016 annual meeting of stockholders (the “Agreement”). Pursuant
to the Agreement, the Reporting Persons have agreed to certain standstill and related commitments through 15 business days prior
to the deadline for submission of stockholder nominations for directors for the Issuer’s 2017 annual meeting of stockholders.

Subject to the provisions of the foregoing Agreement, which
is filed as an exhibit hereto, the Reporting Persons reserve the right to formulate other plans and/or make other proposals, and
take such actions with respect to the investment in the Issuer, including any or all of the actions set forth in paragraphs (a)
through (j) of item 4 of Schedule 13D. The Reporting Persons may also at any time reconsider and change their plans or proposals
relating to the foregoing matters.

Paragraphs (a) through (j) include plans or proposals which
the Reporting Persons may have which relate to or would result in: (a) the acquisition by any person of additional securities
of the issuer, or the disposition of securities of the issuer; (b) an extraordinary corporate transaction, such
as a merger, reorganization or liquidation, involving the issuer or any of its subsidiaries; (c) a sale or transfer of
a material amount of assets of the issuer or any of its subsidiaries; (d) any change in the present
board of directors or management of the issuer, including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the board; (e) any material change in the present capitalization
or dividend policy of the issuer; (f) any other material change in the issuer’s business or corporate
structure, including but not limited to, if the issuer is a registered closed-end investment company, any plans or
proposals to make any changes in its investment policy for which a vote is required by section 13 of the Investment Company
Act of 1940; (g) changes in the issuer’s charter, bylaws or instruments corresponding thereto or other actions which
may impede the acquisition of control of the issuer by any person; (h) causing a class of securities of
the issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer
quotation system of a registered national securities association; (i) a class of equity securities of the issuer becoming
eligible for termination of registration pursuant to section 12(g)(4) of the Act; or (j) any action similar
to any of those enumerated above.

On behalf of its clients, HCM holds 6,423,666 shares of the
Issuer’s Common Stock, equivalent to 11.44% of shares outstanding based on 56,126,593 shares issued and outstanding as reported
in the Issuer’s Form 10-Q for the period ended June 30, 2016.

The Reporting Persons are parties to the Agreement described
in Item 4 hereof and attached as Exhibit 2 to this Amendment No. 2

SIGNATURE

After reasonable inquiry and to the best
of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: September 28, 2016