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ICF International, Inc. Director's Dealing 2017

Mar 22, 2017

31810_dirs_2017-03-22_ab139d5a-29fd-4cca-913c-d8f65c71e603.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: Kesavan Sudhakar (Director, Chairman & CEO)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2017-03-20 Common S 3.0000 $41.5000 Disposed 146716.0000 Direct
2017-03-20 Common S 100.0000 $41.9000 Disposed 146616.0000 Direct
2017-03-20 Common S 100.0000 $41.8000 Disposed 146516.0000 Direct
2017-03-20 Common S 100.0000 $41.6500 Disposed 146416.0000 Direct
2017-03-20 Common S 100.0000 $41.6250 Disposed 146316.0000 Direct
2017-03-20 Common S 100.0000 $41.6000 Disposed 146216.0000 Direct
2017-03-20 Common S 100.0000 $41.5500 Disposed 146116.0000 Direct
2017-03-20 Common S 100.0000 $41.4000 Disposed 146016.0000 Direct
2017-03-20 Common S 188.0000 $41.4250 Disposed 145828.0000 Direct
2017-03-20 Common S 200.0000 $41.7000 Disposed 145628.0000 Direct
2017-03-21 Common M 5681.0000 $40.6000 Acquired 151309.0000 Direct
2017-03-21 Common M 4034.0000 $40.6000 Acquired 155343.0000 Direct
2017-03-21 Common F 2054.0000 $40.6000 Disposed 153289.0000 Direct
2017-03-21 Common F 2892.0000 $40.6000 Disposed 150397.0000 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2017-03-20 Restricted Stock Units $ A 19944.0000 Acquired Common (19944.0000) Direct
2017-03-20 Restricted Stock Units $ A 14742.0000 Acquired Common (14742.0000) Direct
2017-03-21 Restricted Stock Units $ M 4034.0000 Disposed Common (4034.0000) Direct
2017-03-21 Restricted Stock Units $ M 5681.0000 Disposed Common (5681.0000) 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 March 10, 2014.

F2: Each restricted stock unit is the economic equivalent of one share of ICF International, Inc.'s Common Stock.

F3: 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.

F4: The exercise price for the restricted stock unit exercise was $40.60.

F5: Represents the first vesting anniversary (25%) of acquired restricted stock units granted pursuant to the 2010 Omnibus Incentive Plan, as amended.