ICF International, Inc. — Director's Dealing 2014

Apr 2, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ICF International, Inc. (ICFI)
CIK: 0001362004
Period of Report: 2014-03-31

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-03-31	Common Stock	M	5032	$39.81	Acquired	131996	Direct
2014-03-31	Common Stock	F	2562	$39.81	Disposed	129434	Direct
2014-04-01	Common Stock	M	6431	$40.63	Acquired	135865	Direct
2014-04-01	Common Stock	F	3274	$40.63	Disposed	132591	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-03-31	Restricted Stock Units	$39.81	M	5032	Disposed		Common Stock (5032)	Direct
2014-04-01	Restricted Stock Units	$40.63	M	6431	Disposed		Common Stock (6431)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	126964	Direct

Footnotes

F1: Represents the fourth and final vesting anniversary (25%) of acquired restricted stock units granted pursuant to the 2010 Omnibus Incentive Plan, as amended.

F2: Represents the third vesting anniversary (25%) of acquired restricted stock units granted pursuant to the 2010 Omnibus Incentive Plan, as amended.