FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person * EMANUEL BARRY   2. Issuer Name and Ticker or Trading Symbol ICONIX BRAND GROUP, INC. [ICON] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) COPEN ASSOC, ONE WEST 37TH ST 10TH FLR 3. Date of Earliest Transaction (Month/Day/Year) 12/13/2006 (Street) NEW YORK, NY 10018 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 12/13/2006   M   10,000 A $ 3.5 31,423 D   Common Stock 12/13/2006   M   25,000 A $ 0.9688 56,423 D   Common Stock 12/13/2006   M   10,000 A $ 0.6875 66,423 D   Common Stock 12/13/2006   M   25,000 A $ 1.18 91,423 D   Common Stock 12/13/2006   M   13,577 A $ 1.72 105,000 D   Common Stock 12/13/2006   S   105,000 D $ 18.75 0 D

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Director Stock Option (right to buy)

$ 3.5

12/13/2006

M

10,000

12/11/1998

12/11/2008

Common Stock

10,000

$ 0

0

D

Director Stock Option (right to buy)

$ 0.9688

12/13/2006

M

25,000

02/01/2000

02/01/2010

Common Stock

25,000

$ 0

0

D

Director Stock Option (right to buy)

$ 0.6875

12/13/2006

M

10,000

12/21/2000

12/21/2010

Common Stock

10,000

$ 0

0

D

Director Stock Option (right to buy)

$ 1.18

12/13/2006

M

25,000

12/10/2002

12/10/2012

Common Stock

25,000

$ 0

0

D

Director Stock Option (right to buy)

$ 1.72

12/13/2006

M

13,577

(1)

09/19/2013

Common Stock

13,577

$ 0

236,423

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
EMANUEL BARRY COPEN ASSOC ONE WEST 37TH ST 10TH FLR NEW YORK, NY 10018	X

Signatures

/s/ Deborah Sorell Stehr, attorney-in-fact		12/14/2006
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	The option reported originally provided for the purchase of 250,000 shares and vested as to 175,000 on 09/19/2003 and as to the remaining 75,000 on 09/19/2004.

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