Iconix Brand Group Inc. (ICON): Huber Capital Management Slightly Decrease Stake and Announces Certain Proposals

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)

(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 amended statement on Schedule 13D
relates to the Schedule 13D originally filed on August 12, 2016 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.

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.

The Reporting Persons believe it is in the best interest of
shareholders if the Issuer were to make certain material changes and adjustments to the Board of Directors to enhance specific
skill sets in several areas, particularly with respect to e-commerce, corporate governance and financial management.  Certain
of the Reporting Persons intend to make specific proposals to the current Board of Directors and to the Issuer regarding the upcoming
proxy and may, in conjunction, propose an alternate slate either alone or as a group.

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 reduction in the share ownership of HCM in the Issuer’s
Common Stock is attributable to the termination of an advisory relationship since the prior filing on August 12, 2016.

The Reporting Persons do not have any contracts, arrangements,
understandings or relationships (legal or otherwise) with any person with respect to any securities of the Issuer, including, but
not limited to transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option agreements, puts
or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.

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:  August 26, 2016