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: Ostria Sergio J (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-03-18	Common Stock	M	471	$33.97	Acquired	2530	Direct
2016-03-18	Common Stock	F	158	$33.97	Disposed	2372	Direct
2016-03-19	Common Stock	M	814	$33.97	Acquired	3186	Direct
2016-03-19	Common Stock	F	273	$33.97	Disposed	2913	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-03-18	Restricted Stock Unit	$33.97	M	471	Disposed		Common Stock (471)	Direct
2016-03-19	Restricted Stock Unit	$33.97	M	814	Disposed		Common Stock (814)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2059	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.