ICF International, Inc. — Director's Dealing 2017

Sep 21, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ICF International, Inc. (ICFI)
CIK: 0001362004
Period of Report: 2017-09-20

Reporting Person: Glover Ellen (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-09-20	Common	M	5634.0000	$27.0300	Acquired	33357.0000	Direct
2017-09-20	Common	S	5634.0000	$52.0000	Disposed	27723.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-09-20	Nonqualified Stock Options	$27.0300	M	5634.0000	Disposed		Common (5634.0000)	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 December 8, 2016, including any further amendments.

F2: Represents options under the terms of the 2010 Omnibus Incentive Plan of which the options vested in three equal annual installments beginning on March 18, 2014.

F3: Options expire 10 years from the grant date, as per the terms of the 2010 Omnibus Incentive Plan.