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: Glover Ellen (EVP)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-03-31	Common Stock	M	972	$27.20	Acquired	28197	Direct
2013-03-31	Common Stock	F	333	$27.20	Disposed	27864	Direct
2013-04-01	Common Stock	M	1143	$26.60	Acquired	29007	Direct
2013-04-01	Common Stock	F	392	$26.60	Disposed	28615	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-03-31	Restricted Stock Units	$27.20	M	972	Disposed		Common Stock (972)	Direct
2013-04-01	Restricted Stock Units	$26.60	M	1143	Disposed		Common Stock (1143)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	27225	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.