ICF International, Inc. — Director's Dealing 2011

Mar 15, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ICF International, Inc. (ICFI)
CIK: 0001362004
Period of Report: 2011-03-12

Reporting Person: Kesavan Sudhakar (Director, Chairman and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-03-12	Common Stock	M	5834	$22.31	Acquired	81951	Direct
2011-03-12	Common Stock	F	2462	$22.31	Disposed	79489	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-03-12	Restricted Stock Units	$22.31	M	5834	Disposed		Common Stock (5834)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	76117	Direct

Footnotes

F1: Represents first vesting anniversary (25%) of acquired restricted stock units granted pursuant to the 2006 Long-Term Equity Incentive Plan.