ICF International, Inc. — Director's Dealing 2016

Jan 5, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ICF International, Inc. (ICFI)
CIK: 0001362004
Period of Report: 2015-12-31

Reporting Person: Wasson John (President and COO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-12-31	Common Stock (ESPP)	A	87	$34.03	Acquired	63404	Direct
2016-01-04	Common Stock	S	3934	$35	Disposed	59470	Direct
2016-01-04	Common Stock	S	100	$35.01	Disposed	59370	Direct
2016-01-05	Common Stock	S	4300	$35	Disposed	55070	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	63317	Direct

Footnotes

F1: The reporting person is voluntarily reporting the acquisition of shares of the issuer's common stock pursuant to the ICF International, Inc. 2006 Employee Stock Purchase Plan (the ESPP), for the ESPP purchase period of July 1, 2015 through December 31, 2015. This transaction is also exempt pursuant to Rule 16b-3(c).

F2: The Offering Period (as defined in the ESPP) ended on December 31, 2015, and the shares were acquired on the last day of the Offering Period.

F3: In accordance with the ESPP, these shares were purchased at a price not less than ninety-five percent (95%) of the per share fair market value of the Common Shares (as defined in the ESPP) as of December 31, 2015, the last trading day prior to the end of the Offering Period.

F4: The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on March 10, 2014.