ICF International, Inc. — Director's Dealing 2013

Mar 20, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ICF International, Inc. (ICFI)
CIK: 0001362004
Period of Report: 2013-03-18

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-03-19	Common Stock	M	6624	$26.62	Acquired	110267	Direct
2013-03-19	Common Stock	F	3013	$26.62	Disposed	107254	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-03-18	Restricted Stock Units	$	A	25656	Acquired		Common Stock (25656)	Direct
2013-03-18	Non-Qualified Stock Option	$27.03	A	74012	Acquired	2023-03-18	Common Stock (74012)	Direct
2013-03-19	Restricted Stock Units	$26.62	M	6624	Disposed		Common Stock (6624)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	103643	Direct

Footnotes

F1: Each restricted stock unit is the economic equivalent of one share of ICF International, Inc.'s Common Stock.

F2: These acquired restricted stock units were granted pursuant to the 2010 Omnibus Incentive Plan. These restricted stock units vest over a period of 4 years at 25% per year beginning one year from the date of grant.

F3: This option award was granted pursuant to the 2010 Omnibus Incentive Plan. The option award will vest over a period of 3 years at 33 1/3% per year beginning one year from the date of grant.

F4: Represents first vesting anniversary (25%) of acquired restricted stock units granted pursuant to the 2010 Omnibus Incentive Plan.