ICF International, Inc. — Director's Dealing 2017

Sep 6, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ICF International, Inc. (ICFI)
CIK: 0001362004
Period of Report: 2017-09-01

Reporting Person: Morgan James C M (Chief Fiancial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-09-01	Common	M	8542.0000	$27.0300	Acquired	26325.0000	Direct
2017-09-01	Common	S	8542.0000	$51.5000	Disposed	17783.0000	Direct
2017-09-05	Common	M	1458.0000	$27.0300	Acquired	19241.0000	Direct
2017-09-05	Common	S	1458.0000	$51.5000	Disposed	17783.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-09-01	Nonqualified Stock Options	$27.0300	M	8542.0000	Disposed	2023-03-18	Common (8542.0000)	Direct
2017-09-05	Nonqualified Stock Options	$27.0300	M	1458.0000	Disposed	2023-03-18	Common (1458.0000)	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 June 7, 2016 and as further amended.

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.