ICF International, Inc. — Director's Dealing 2013

Apr 2, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ICF International, Inc. (ICFI)
CIK: 0001362004
Period of Report: 2013-03-31

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-03-31	Common Stock	M	704	$27.20	Acquired	1207	Direct
2013-03-31	Common Stock	F	325	$27.20	Disposed	882	Direct
2013-04-01	Common Stock	M	1042	$26.60	Acquired	1924	Direct
2013-04-01	Common Stock	F	482	$26.60	Disposed	1442	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-03-31	Restricted Stock Unit	$27.20	M	704	Disposed		Common Stock (704)	Direct
2013-04-01	Restricted Stock Unit	$26.60	M	1042	Disposed		Common Stock (1042)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	503	Direct

Footnotes

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

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