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ICF International, Inc. Director's Dealing 2011

May 12, 2011

31810_dirs_2011-05-12_5f2fd07a-7800-42da-a543-ea613f502e4a.zip

Director's Dealing

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SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: ICF International, Inc. (ICFI)
CIK: 0001362004
Period of Report: 2011-05-11

Reporting Person: Murray Sandra (Interim CFO)

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 2594 Direct

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
Non-Qualified Stock Options $24.84 Common Stock (5468) Direct
Non-Qualified Stock Options $21.77 Common Stock (5174) Direct
Restricted Stock Units $ Common Stock (8000) Direct
Restricted Stock Units $ Common Stock (1781) Direct
Restricted Stock Units $ Common Stock (2181) Direct

Footnotes

F1: 5,468 options were awarded on March 31, 2010 pursuant to the 2006 Long-Term Equity Incentive Plan. The option award will vest over a period of 3 years at 33 1/3% per year beginning one year from the date of grant. 1,823 shares vested on March 31, 2011.

F2: 5,174 options were awarded on April 1, 2011 pursuant to the 2010 Omnibus Incentive Plan. The option award will vest over a period of 3 years at 33 1/3% per year beginning one year from the date of grant.

F3: 10,000 restricted stock units were granted on August 11, 2009 pursuant to the 2006 Long-Term Equity Incentive Plan. These restricted stock units vest over a period of 5 years at 20% per year beginning one year from the date of grant. 2,000 shares vested on August 11, 2010.

F4: Each restricted stock unit is the economic equivalent of one share of ICF International, Inc. common stock.

F5: 2,375 restricted stock units were granted on March 31, 2010 pursuant to the 2006 Long-Term Equity Incentive Plan. These restricted stock units vest over a period of 4 years at 25% per year beginning one year from the date of grant. 594 shares vested on March 31, 2011.

F6: 2,181 restricted stock units were granted on April 1, 2011 pursuant to the 2010 Omnibus Incentive Plan. These restricted stock units vest over a period of 4 years at 25% per year beginning one year from the date of grant.