ICF International, Inc. — Director's Dealing 2016

Sep 23, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ICF International, Inc. (ICFI)
CIK: 0001362004
Period of Report: 2016-09-22

Reporting Person: Wasson John (President and COO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-09-22	Common Stock	M	9412	$21.77	Acquired	55739	Direct
2016-09-22	Common Stock	S	9412	$45	Disposed	46327	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-09-22	Non-Qualified Stock Option	$21.77	M	9412	Disposed	2021-04-01	Common Stock (9412)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	46327	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 March 10, 2014, as amended on November 30, 2015.

F2: Represents options under the terms of the 2010 Omnibus Incentive Plan of which the options vested in three equal annual installments beginning on April 1, 2012.