ICF International, Inc. — Director's Dealing 2012

Apr 3, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ICF International, Inc. (ICFI)
CIK: 0001362004
Period of Report: 2012-03-31

Reporting Person: Reiff Isabel S. (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-03-31	Common Stock	M	705	$25.37	Acquired	705	Direct
2012-03-31	Common Stock	F	319	$25.37	Disposed	386	Direct
2012-04-01	Common Stock	M	1042	$25.37	Acquired	1428	Direct
2012-04-01	Common Stock	F	484	$25.37	Disposed	944	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-03-31	Restricted Stock Unit	$25.37	M	705	Disposed		Common Stock (705)	Direct
2012-04-01	Restricted Stock Unit	$25.37	M	1042	Disposed		Common Stock (1042)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	0	Direct

Footnotes

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

F2: Represents first vesting anniversary (25%) of acquired restricted stock units granted pursuant to the 2010 Omnibus Plan.