Item 5.03 Amendments to Articles of Incorporation or By-Laws; Change in Fiscal Year

On August 6, 2012, the Board of Directors of Iconix Brand Group, Inc. restated and amended the By-laws. The following provisions of the By-laws were amended:

(1) Article II(2) to provide that the number of directors may also be fixed from time to time by stockholders;

(2) Article II(6) to provide that directors may be removed by stockholders holding a majority of the shares entitled to vote at an election of directors; and

(3) Article VI to to provide that the By-laws may be amended, altered or repealed and new By-laws may be adopted by action of the Board of directors or stockholders.

Item 9.01 Financial Statements and Exhibits.

3(iv) Restated and amended By-Laws of Iconix Brand Group, Inc.

---