ICF International, Inc. — Director's Dealing 2011

Apr 5, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ICF International, Inc. (ICFI)
CIK: 0001362004
Period of Report: 2011-04-01

Reporting Person: Wasson John (President and COO)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-04-01	Restricted Stock Units	$	A	12402	Acquired		Common Stock (12402)	Direct
2011-04-01	Non-Qualified Stock Option	$21.77	A	29412	Acquired	2021-04-01	Common Stock (29412)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	30243	Direct

Footnotes

F1: Each restricted stock unit is the economic equivalent of one share of ICF International, Inc.'s Common Stock.

F2: These acquired restricted stock units were granted 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.

F3: This option award was granted 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.