ICF International, Inc. — Director's Dealing 2017

Mar 22, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ICF International, Inc. (ICFI)
CIK: 0001362004
Period of Report: 2017-03-20

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-03-21	Common	M	2317.0000	$40.6000	Acquired	17992.0000	Direct
2017-03-21	Common	M	835.0000	$40.6000	Acquired	18827.0000	Direct
2017-03-21	Common	F	277.0000	$40.6000	Disposed	18550.0000	Direct
2017-03-21	Common	F	767.0000	$40.6000	Disposed	17783.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-03-20	Restricted Stock Units	$	A	7150.0000	Acquired		Common (7150.0000)	Direct
2017-03-20	Restricted Stock Units	$	A	3068.0000	Acquired		Common (3068.0000)	Direct
2017-03-21	Restricted Stock Units	$	M	835.0000	Disposed		Common (835.0000)	Direct
2017-03-21	Restricted Stock Units	$	M	2317.0000	Disposed		Common (2317.0000)	Direct

Footnotes

F1: Each restricted stock unit is the economic equivalent of one share of ICF International, Inc.'s Common Stock.

F2: These acquired restricted stock units were granted pursuant to ICF International, Inc.'s 2010 Omnibus Incentive Plan, as amended. These restricted stock units vest over a period of three (3) years, at 25% on each of the first two anniversaries of the grant and 50% on the third anniversary from the day of grant.

F3: The exercise price for the restricted stock unit exercise was $40.60.

F4: Represents the first vesting anniversary (25%) of acquired restricted stock units granted pursuant to the 2010 Omnibus Incentive Plan, as amended.