ICF International, Inc. — Director's Dealing 2012

Apr 10, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ICF International, Inc. (ICFI)
CIK: 0001362004
Period of Report: 2012-04-08

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-04-08	Common Stock	M	7987	$24.66	Acquired	104088	Direct
2012-04-08	Common Stock	F	3626	$24.66	Disposed	100462	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-04-08	Restricted Stock Units	$24.66	M	7987	Disposed		Common Stock (7987)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	96101	Direct

Footnotes

F1: Represents third vesting anniversary (20%) of acquired restricted stock units granted pursuant to the 2006 Long-Term Equity Incentive Plan.