ICF International, Inc. — Director's Dealing 2014

Mar 19, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ICF International, Inc. (ICFI)
CIK: 0001362004
Period of Report: 2014-03-17

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

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-03-17	Restricted Stock Units	$	A	17559	Acquired		Common Stock (17559)	Direct
2014-03-17	Nonqualified Stock Option	$40.68	A	54989	Acquired	2024-03-17	Common Stock (54989)	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 ICF International, Inc.'s 2010 Omnibus Incentive Plan, as amended. 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 ICF International, Inc.'s 2010 Omnibus Incentive Plan, as amended. 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.