ICF International, Inc. — Director's Dealing 2014

Mar 3, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ICF International, Inc. (ICFI)
CIK: 0001362004
Period of Report: 2014-02-27

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-02-27	Common Stock	M	6588	$21.77	Acquired	7091	Direct
2014-02-27	Common Stock	S	6588	$38	Disposed	503	Direct
2014-02-27	Common Stock	M	6487	$24.84	Acquired	6990	Direct
2014-02-27	Common Stock	S	6487	$40	Disposed	503	Direct
2014-02-27	Common Stock	M	3180	$25.66	Acquired	3683	Direct
2014-02-27	Common Stock	S	3180	$40	Disposed	503	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-02-27	Stock Options (Right to Buy)	$21.77	M	6588	Disposed	2021-04-01	Common Stock (6588)	Direct
2014-02-27	Stock Options (Right to Buy)	$24.84	M	6487	Disposed	2020-03-31	Common Stock (6487)	Direct
2014-02-27	Stock Options (Right to Buy)	$25.66	M	3180	Disposed	2022-03-19	Common Stock (3180)	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 option has vested in two equal installments to date, on April 1, 2012 and 2013.

F3: The option vested in three installments on March 31, 2011, 2012 and 2013.