PROSPECTUS SUPPLEMENT NO. 1
Filed Pursuant to Rule 424(b)(7)
(TO PROSPECTUS DATED SEPTEMBER 25, 2007)
Registration No. 333-146288
 
$287,500,000
 
ICONIX BRAND GROUP, INC.
 
1.875% Convertible Senior Subordinated Notes due 2012
 
and
 
Shares of Common Stock Issuable Upon Conversion of the Notes

This prospectus supplement no. 1 supplements and amends the prospectus dated September 25, 2007 (as so supplemented and amended, the “prospectus”), relating to the resale from time to time by certain selling securityholders of our 1.875% Convertible Senior Subordinated Notes due 2012 and shares of our common stock issuable upon conversion of the notes.

You should read this supplement no. 1 in conjunction with the prospectus dated September 25, 2007, which should be delivered in conjunction with this supplement no. 1. This supplement no. 1 is not complete without, and may not be delivered or used except in conjunction with, the prospectus, including any amendments or supplements to it. This supplement no. 1 is qualified by reference to the prospectus, except to the extent that the information provided by this supplement no. 1 supersedes or supplements certain information contained in the prospectus.

See “Risk Factors” on page 7 of the prospectus dated September 25, 2007 to read about the risks involved in investing in the notes and our common stock issuable upon conversion of the notes.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ACCURACY OR ADEQUACY OF THIS SUPPLEMENT NO. 1 TO PROSPECTUS OR THE PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The table under the caption “Selling Securityholders” beginning on page 22 of the prospectus is hereby supplemented by adding to it the information regarding certain selling securityholders set forth in the table entitled “Additional Selling Securityholders” below.

We prepared this table based on information supplied to us by the selling securityholders named in the table below on or prior to November 12, 2007. Information about the selling securityholders may change over time.

Except as set forth below, none of the selling securityholders has, or within the past three years has had, any position, office or other material relationship with us or any of our predecessors or affiliates.

The selling securityholders identified below may have sold, transferred or otherwise disposed of, pursuant to transactions exempt from the registration requirements of the Securities Act, all or a portion of their notes since the date on which they provided the information regarding their notes.


SELLING SECURITYHOLDERS

Additional Selling Securityholders

   
Notes
  
Common Stock
  
Name of Selling Securityholder
  
Principal amount
beneficially owned
  
Principal
amount offered
  
Number of shares
beneficially owne
(1)(2)
  
Number of shares
offered(1)
 
RBC Capital Markets (3)
  
$
1,000,000
  
$
1,000,000
    
36,284
   
36,284
 
Radcliffe SPC, Ltd. for and on behalf of the Class A
Segregated Portfolio (4)
  
$
14,000,000
  
$
14,000,000
    
507,983
    
507,983
  
Daimler Chrysler Corp. EMP #1 Pension Plan dated 4/1/1989 (5)
  
$
3,283,000
  
$
3,283,000
    
119,122
    
119,122
  
Florida Power and Light Group Employee Pension Plan (5)
  
$
1,269,000
  
$
1,269,000
    
46,045
    
46,045
  
Rampart Convertible Arbitrage Investors, (II) LLC (5)
  
$
448,000
  
$
448,000
    
16,255
    
16,255
  
Highbridge Convertible Arbitrage Master Fund LP (6)
  
$
4,300,000
  
$
4,300,000
    
156,023
    
156,023
  
Highbridge International LLC (6)
  
$
35,620,000
  
$
35,620,000
    
1,292,453
    
1,292,453
  
Credit Suisse Securities (USA) LLC (3)
  
$
1,820,000
  
$
1,820,000
    
66,037
    
66,037
  
OCM Convertible Trust (7) (8)
  
$
1,965,000
  
$
1,965,000
    
71,299
    
71,299
  
Delta Air Lines Master Trust - CV (7) (8)   
  
$
930,000
  
$
930,000
    
33,744
    
33,744
  
Delaware Public Employees Retirement System (7) (8)
  
$
3,495,000
  
$
3,495,000
    
126,814
    
126,814
  
Chrysler Corporation Master Retirement Trust (7) (8)
  
$
6,210,000
  
$
6,210,000
    
225,326
    
225,326
  
Vanguard Convertible Securities Fund, Inc. (7) (8)
 
$
10,145,000
  
$
10,145,000
    
368,106
    
368,106
  
Delta Pilots Disability & Survivorship Trust - CV (7) (8)
  
$
740,000
  
$
740,000
    
26,850
    
26,850
  
Microsoft Capital Group, L.P. (7) (8)
  
$
620,000
  
$
620,000
    
22,496
    
22,496
  
Qwest Occupational Health Trust (7) (8)
  
$
425,000
  
$
425,000
    
15,420
    
15,420
  
The Travelers Indemnity Company (7) (8)
  
$
2,495,000
  
$
2,495,000
    
90,529
    
90,529
  
International Truck & Engine Corporation Non-Contributory Retirement Plan Trust (7) (8)
  
$
605,000
  
$
605,000
    
21,952
    
21,952
  
International Truck & Engine Corporation Retirement Plan for Salaried Employees Trust (7) (8)
  
$
330,000
  
$
330,000
    
11,973
    
11,973
  
International Truck & Engine Corporation Retiree Health Benefit Trust (7) (8)
 
$
360,000
  
$
360,000
    
13,062
    
13,062
  
UnumProvident Corporation (7) (8)
  
$
1,035,000
  
$
1,035,000
    
37,554
    
37,554
  
F.M. Kirby Foundation, Inc. (7) (8)
  
$
1,070,000
  
$
1,070,000
    
38,824
    
38,824
  
OCM Global Convertible Securities Fund (7) (8)
  
$
485,000
  
$
485,000
    
17,597
    
17,597
  
Virginia Retirement System (7) (8)
  
$
6,235,000
  
$
6,235,000
    
226,233
    
226,233
  
Qwest Pension Trust (7) (8)
  
$
2,595,000
  
$
2,595,000
    
94,158
    
94,158
  
ACE Tempest Reinsurance Ltd. (7) (8)
  
$
1,390,000
  
$
1,390,000
    
50,435
    
50,435
  
                         
 
 
   
Notes
  
Common Stock
  
Name of Selling Securityholder
  
Principal amount
beneficially owned
  
Principal
amount offered
  
Number of shares
beneficially owne
(1)(2)
  
Number of shares
offered(1)
 
National Railroad Retirement Investment
Trust (7) (8)
  
$
3,340,000
  
$
3,340,000
    
121,190
    
121,190
  
Trust for the Defined Benefit Plans of ICI
American Holdings, Inc. (7) (8)
  
$
535,000
  
$
535,000
    
19,412
    
19,412
  
Arlington County Employees Retirement
System (7) (8)
  
$
945,000
  
$
945,000
    
34,288
    
34,288
  
South Dakota Retirement System (9)
  
$
2,000,000
  
$
2,000,000
    
173,369
    
72,569
  
The Alger American Asset Growth Fund (10)
  
$
1,250,000
  
$
1,250,000
    
305,955
    
45,355
  
Alger American Leveraged AllCap Portfolio (10)  
$
1,850,000
  
$
1,850,000
    
240,026
    
67,126
  
Alger Capital Appreciation Fund (10)  
$
2,375,000
  
$
2,375,000
    
335,175
    
86,175
  
Alger Capital Appreciation Institutional Fund (10)  
$
1,475,000
  
$
1,475,000
    
267,319
    
53,519
  
Castle Convertible Fund (10)  
$
1,900,000
  
$
1,900,000
    
68,940
    
68,940
  
                           
(1)
Includes the maximum number of shares of common stock issuable upon conversion of the notes assuming that all outstanding notes are converted and that for each $1,000 in principal amount of the notes a maximum of 36.2845 shares of common stock are issuable upon conversion. This conversion rate is subject to adjustment, however, as described in the prospectus under “Description of Notes.” As a result, the maximum number of shares of our common stock issuable upon conversion of the notes could increase or decrease in the future. In addition, the number of shares of common stock listed for each identified selling securityholder does not include fractional shares.
 
(2)
In addition to shares of common stock issuable upon conversion of the notes as described in footnote (1) above, also includes for each selling securityholder any other shares of common stock identified to us by the selling securityholder as beneficially owned by it.
 
(3)
The selling securityholder is a broker-dealer.
 
(4)
Pursuant to an investment management agreement, RG Capital Management, L.P. (“RG Capital”) serves as the investment manager of Radcliffe SPC, Ltd.’s Class A Segregated Portfolio. RGC Management Company, LLC (“Management”) is the general partner of RG Capital. Steve Katznelson and Gerald Stahlecker serve as the managing members of Management. Each of RG Capital, Management and Messrs. Katznelson and Stahlecker disclaims beneficial ownership of the securities owned by the selling securityholder. The address of each of RG Capital, Management and Messrs. Katznelson and Stahlecker is c/o RG Capital Management, L.P., 3 Bala Plaza East, Suite 501, Bala Cynwyd, PA 19004.
 
(5)
Jack Feiler, Chief Investment Officer of Palisade Capital Management, LLC, has voting control and investment discretion over the securities held by the selling securityholder. Mr. Feiler’s address is c/o of Palisade Capital Management, One Bridge Plaza, Suite 695, Fort Lee, NJ 07024.
 
(6)
Highbridge Capital Management, LLC is the trading manager of the selling securityholder and has voting control and investment discretion over the securities held by the selling securityholder. Glenn Dubin and Henry Swieca control Highbridge Capital Management, LLC and have voting control and investment discretion over the securities held by selling securityholder. Each of Highbridge Capital Management, LLC and Messrs. Dubin and Swieca disclaims beneficial ownership of the securities held by the selling securityholder. The address of each of Highbridge Capital Management, LLC and Messers. Dubin and Swieca is 9 West 57th Street, New York, NY 10019.
 
(7)
Oaktree Capital Management L.P. (“Oaktree”) is the investment manager of the selling securityholder and has voting control and investment discretion over the securities held by the selling securityholder. Oaktree does not own any equity interest in the selling securityholder. Lawrence Keele is the principal owner of Oaktree and is the portfolio manager for the selling securityholder. Mr. Keele, Oaktree and all employees and members of Oaktree disclaim beneficial ownership of the securities held by the selling securityholder, except for their pecuniary interest therein. The address of each of Oaktree and Mr. Keele is 333 S. Grand Avenue, 28th Floor, Los Angeles, CA 90071.

 
(8)
The selling securityholder is an affiliate of a broker-dealer.
 
(9)
Dan Frasier and Ross Sandine, the portfolio managers of the South Dakota Investment Office, the investment manager of the selling securityholder, have voting control and investment discretion over the securities held by the selling securityholder. The address for each of Messrs. Frasier and Sandine is 4009 West 49th Street, Suite 300, Sioux Falls, SD 57106.
   
(10)
 Dan Chung, Chief Investment Officer of Fred Alger Management, the investment advisor of the selling securityholder, has voting control and investment discretion over the securities held by the selling securityholder. The address for each of Fred Alger Management and Mr. Chung is 111 Fifth Avenue, New York, NY 10003.
 
 
The date of this supplement no. 1 is November 15, 2007