ICF International, Inc. — Director's Dealing 2016

Jun 20, 2016

SEC Form 4/A — Form 4/A

Issuer: ICF International, Inc. (ICFI)
CIK: 0001362004
Period of Report: 2016-03-21

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

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-03-21	Restricted Stock Units	$	A	38859	Acquired		Common Stock (38859)	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: Mr. Kesavan's most recent Form 4 (filed on March 22, 2016) incorrectly stated that he was awarded 16,136 restricted stock units (RSUs) on March 21, 2016. Mr. Kesavan's aggregate award was 38,859 RSUs: (i) 16,136 RSUs granted as a bonus and (ii) 22,723 RSUs granted as a portion of his annual equity incentive award. This amendment accurately reflects both components of Mr. Kesavan's RSU award on March 21, 2016.