ICF International, Inc. — Director's Dealing 2016

Mar 21, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ICF International, Inc. (ICFI)
CIK: 0001362004
Period of Report: 2016-03-18

Reporting Person: Wasson John (President and COO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-03-18	Common Stock	M	3375	$33.97	Acquired	61574	Direct
2016-03-18	Common Stock	F	1118	$33.97	Disposed	60456	Direct
2016-03-19	Common Stock	M	3485	$33.97	Acquired	63941	Direct
2015-03-19	Common Stock	F	1154	$33.97	Disposed	62787	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-03-18	Restricted Stock Unit	$33.97	M	3375	Disposed		Common Stock (3375)	Direct
2016-03-19	Restricted Stock Unit	$33.97	M	3485	Disposed		Common Stock (3485)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	58199	Direct

Footnotes

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

F2: Represents the fourth vesting anniversary (25%) of acquired restricted stock units granted pursuant to the 2010 Omnibus Incentive Plan, as amended.