ICF International, Inc. — Director's Dealing 2015

Mar 18, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ICF International, Inc. (ICFI)
CIK: 0001362004
Period of Report: 2015-03-16

Reporting Person: Glover Ellen (EVP)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-03-17	Common Stock	M	668	$40.79	Acquired	23324	Direct
2015-03-17	Common Stock	F	230	$40.79	Disposed	23094	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-03-16	Restricted Stock Units	$	A	2739	Acquired		Common Stock (2739)	Direct
2015-03-17	Restricted Stock	$40.79	M	668	Acquired		Common Stock (668)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	22656	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: Represents the first vesting anniversary (25%) of acquired restricted stock units granted pursuant to the 2010 Omnibus Incentive Plan.