ICF International, Inc. — Director's Dealing 2016

Aug 9, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ICF International, Inc. (ICFI)
CIK: 0001362004
Period of Report: 2016-08-07

Reporting Person: Morgan James C M (Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-08-07	Common Stock	M	1421	$41.51	Acquired	11451	Direct
2016-08-07	Common Stock	F	471	$41.51	Disposed	10980	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-08-07	Restricted Stock Units	$41.51	M	1421	Acquired		Common Stock (1421)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	10030	Direct

Footnotes

F1: Represents the fourth vesting anniversary (25%) of acquired restricted stock units granted pursuant to the 2010 Omnibus Incentive Plan, as amended.