ICF International, Inc. — Director's Dealing 2014

Mar 20, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ICF International, Inc. (ICFI)
CIK: 0001362004
Period of Report: 2014-03-18

Reporting Person: Reiff Isabel S. (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-03-18	Common Stock	M	3423	$27.03	Acquired	3926	Direct
2014-03-18	Common Stock	S	3423	$40.69	Disposed	503	Direct
2014-03-18	Common Stock	M	890	$40.82	Acquired	1393	Direct
2014-03-18	Common Stock	F	324	$40.82	Disposed	1069	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-03-18	Nonqualified Stock Option	$27.03	M	3423	Disposed	2023-03-18	Common Stock (3423)	Direct
2014-03-18	Restricted Stock Units	$40.82	M	890	Disposed		Common Stock (890)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	503	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 June 6, 2013, and amended on December 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 $40.59 to $40.80, inclusive. The reporting person will provide to 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.

F3: Represents the first vesting anniversary (25%) of acquired restricted stock units granted pursuant to the 2010 Omnibus Incentive Plan, as amended.