ICF International, Inc. — Director's Dealing 2013

Aug 28, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ICF International, Inc. (ICFI)
CIK: 0001362004
Period of Report: 2013-08-26

Reporting Person: Wasson John (President and COO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-08-26	Common Stock	M	15000	$18.31	Acquired	65376	Direct
2013-08-26	Common Stock	S	15000	$33.68	Disposed	50376	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-08-26	Stock Options (Right to Buy)	$18.31	M	15000	Disposed	2017-03-23	Common Stock (15000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	50376	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 9, 2013.

F2: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $33.22 to $33.92, inclusive. The reporting person undertakes to provide to ICF International, Inc., any security holder of ICF International, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote 2.