ICF International, Inc. — Director's Dealing 2012

Jun 5, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ICF International, Inc. (ICFI)
CIK: 0001362004
Period of Report: 2012-06-01

Reporting Person: SCHULTE PETER M (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-06-01	Common Stock	A	5314	—	Acquired	223478	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	218164	Direct

Footnotes

F1: These acquired shares are restricted stock issued under the 2010 Omnibus Incentive Plan. These shares will vest on the date of the 2013 annual meeting of stockholders of the Issuer.

F2: The vesting of 4,952 shares of restricted stock issued on June 3, 2011 (and reported on a Form 4 filed by the Reporting Person on June 6, 2011) was accelerated by the Issuer by two days; such shares vested on June 1, 2012 (the date of the 2012 annual meeting).