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: Kesavan Sudhakar (Director, Chairman and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-03-31	Common Stock	M	5032	$27.20	Acquired	112286	Direct
2013-03-31	Common Stock	F	2329	$27.20	Disposed	109957	Direct
2013-04-01	Common Stock	M	6431	$26.60	Acquired	116388	Direct
2013-04-01	Common Stock	F	2977	$26.60	Disposed	113411	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-03-31	Restricted Stock Units	$27.20	M	5032	Disposed		Common Stock (5032)	Direct
2013-04-01	Restricted Stock Units	$26.60	M	6431	Disposed		Common Stock (6431)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	107254	Direct

Footnotes

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