ICF International, Inc. — Director's Dealing 2014

Mar 21, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ICF International, Inc. (ICFI)
CIK: 0001362004
Period of Report: 2014-03-19

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-03-19	Common Stock	M	6624	$40.71	Acquired	130336	Direct
2014-03-19	Common Stock	F	3372	$40.71	Disposed	126964	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-03-19	Restricted Stock Units	$40.71	M	6624	Disposed		Common Stock (6624)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	123712	Direct

Footnotes

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