ICF International, Inc. — Director's Dealing 2016

May 9, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ICF International, Inc. (ICFI)
CIK: 0001362004
Period of Report: 2016-05-06

Reporting Person: Glover Ellen (EVP)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-05-06	Common Stock	M	2941	$18.31	Acquired	28235	Direct
2016-05-06	Common Stock	S	2941	$40	Disposed	25294	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-05-06	Incentive Stock Options	$18.31	M	2941	Disposed	2017-03-23	Common Stock (2941)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	25294	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 December 2, 2015.

F2: Represents options under the terms of the 2006 Long-Term Equity Incentive Plan of which the options vested in three equal annual installments beginning on March 23, 2008.