ICF International, Inc. — Director's Dealing 2013

Oct 21, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ICF International, Inc. (ICFI)
CIK: 0001362004
Period of Report: 2013-10-21

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-10-21	Common Stock	M	7109	$18.31	Acquired	124809	Direct
2013-10-21	Common Stock	S	7109	$36	Disposed	117700	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-10-21	Stock Options (Right to Buy)	$18.31	M	7109	Disposed	2017-03-23	Common Stock (7109)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	117700	Direct

Footnotes

F1: The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on August 19, 2013.