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: Kesavan Sudhakar (Director, Chairman and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-03-16	Common Stock	M	4500	$33.46	Acquired	153949	Direct
2016-03-16	Common Stock	F	1634	$33.46	Disposed	152315	Direct
2016-03-16	Common Stock	S	717	$33.84	Disposed	151598	Direct
2016-03-17	Common Stock	M	4390	$33.92	Acquired	155988	Direct
2016-03-17	Common Stock	F	1594	$33.92	Disposed	154394	Direct
2016-03-17	Common Stock	S	699	$33.90	Disposed	153695	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-03-16	Restricted Stock Units	$33.46	M	4500	Disposed		Common Stock (4500)	Direct
2016-03-17	Restricted Stock Units	$33.92	M	4390	Disposed		Common Stock (4390)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	149449	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 August 11, 2015.

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

F3: Represents the second vesting anniversary (25%) of acquired restricted stock units granted pursuant to the 2010 Omnibus Incentive Plan, as amended.