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: Glover Ellen (EVP)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-03-31	Common Stock	M	972	$25.37	Acquired	24953	Direct
2012-03-31	Common Stock	F	323	$25.37	Disposed	24630	Direct
2012-04-01	Common Stock	M	1143	$25.37	Acquired	25773	Direct
2012-04-01	Common Stock	F	380	$25.37	Disposed	25393	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-03-31	Restricted Stock Units	$25.37	M	972	Disposed		Common Stock (972)	Direct
2012-04-01	Restricted Stock Units	$25.37	M	1143	Disposed		Common Stock (1143)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	23981	Direct

Footnotes

F1: Represents second vesting anniversary (25%) of acquired restricted stock units granted 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 Incentive Plan.