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ICF International, Inc. Director's Dealing 2013

Jul 2, 2013

31810_dirs_2013-07-02_b456df74-5bc5-4781-a7f9-b21691688e21.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ICF International, Inc. (ICFI)
CIK: 0001362004
Period of Report: 2013-06-30

Reporting Person: Wasson John (President and COO)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2013-06-30 Common Stock (ESPP) A 659 $29.81 Acquired 50376 Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 49717 Direct

Footnotes

F1: The reporting person is voluntarily reporting the acquisition of shares of the issuer's common stock pursuant to the ICF International, Inc. 2006 Employee Stock Purchase Plan (the "ESPP"), for the ESPP purchase period of January 1, 2013 through June 30, 2013. This transaction is also exempt pursuant to Rule 16b-3(c).

F2: The Offering Period (as defined in the ESPP) ended on June 30, 2013, and the shares were acquired on the last day of the Offering Period.

F3: In accordance with the ESPP, these shares were purchased at a price not less than ninety-five percent (95%) of the per share fair market value of the Common Shares as of June 28, 2013, the last trading day prior to the end of the Offering Period.