ICF International, Inc. — Director's Dealing 2011

Apr 4, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ICF International, Inc. (ICFI)
CIK: 0001362004
Period of Report: 2011-03-31

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-03-31	Common Stock	M	5032	$20.54	Acquired	84521	Direct
2011-03-31	Common Stock	F	2261	$20.54	Disposed	82260	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-03-31	Restricted Stock Units	$20.54	M	5032	Disposed		Common Stock (5032)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	79489	Direct

Footnotes

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