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ICF International, Inc. Director's Dealing 2011

May 11, 2011

31810_dirs_2011-05-11_6a6bf549-1f1f-4846-b7a9-5d6951b08e6c.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ICF International, Inc. (ICFI)
CIK: 0001362004
Period of Report: 2011-05-10

Reporting Person: Lucien David (Director)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2011-05-10 Common Stock S 5000 $25.4334 Disposed 21717 Direct
2011-05-10 Common Stock A 1166 Acquired 22883 Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 26717 Direct

Footnotes

F1: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $25.33 to $25.50, inclusive. The reporting person undertakes to provide to ICF International, Inc., any security holder of ICF International, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth.

F2: These acquired shares are restricted stock issued under the 2010 Omnibus Incentive Plan. These shares vest immediately.