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: Wasson John (President and COO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-03-16	Common Stock	M	2368	$33.46	Acquired	57438	Direct
2016-03-16	Common Stock	F	784	$33.46	Disposed	56654	Direct
2016-03-17	Common Stock	M	2310	$33.92	Acquired	58964	Direct
2016-03-17	Common Stock	F	765	$33.92	Disposed	58199	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-03-16	Restricted Stock Units	$33.46	M	2368	Disposed		Common Stock (2368)	Direct
2016-03-17	Restricted Stock Units	$33.92	M	2310	Disposed		Common Stock (2310)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	55070	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.