ICF International, Inc. — Director's Dealing 2016

Mar 19, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ICF International, Inc. (ICFI)
CIK: 0001362004
Period of Report: 2016-03-16

Reporting Person: ECK PHILLIP (VP and Principal Acct. Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-03-16	Common Stock	M	103	$33.46	Acquired	2077	Direct
2016-03-16	Common Stock	F	40	$33.46	Disposed	2037	Direct
2016-03-16	Common Stock	M	46	$33.46	Acquired	2083	Direct
2016-03-16	Common Stock	F	18	$33.46	Disposed	2065	Direct
2016-03-17	Common Stock	M	105	$33.92	Acquired	2170	Direct
2016-03-17	Common Stock	F	41	$33.92	Disposed	2129	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-03-16	Restricted Stock Units	$33.46	M	103	Disposed		Common Stock (103)	Direct
2016-03-16	Restricted Stock Units	$33.46	M	46	Disposed		Common Stock (46)	Direct
2016-03-17	Restricted Stock Units	$33.92	M	105	Disposed		Common Stock (105)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1974	Direct

Footnotes

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

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