ICF International, Inc. — Director's Dealing 2017

Jan 6, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ICF International, Inc. (ICFI)
CIK: 0001362004
Period of Report: 2017-01-05

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-01-05	Common	M	23000.0000	$24.8400	Acquired	162207.0000	Direct
2017-01-05	Common	M	47.0000	$24.8400	Acquired	162254.0000	Direct
2017-01-05	Common	S	47.0000	$55.0000	Disposed	162207.0000	Direct
2017-01-05	Common	S	23000.0000	$53.9917	Disposed	139207.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-01-05	Nonqualified Stock Options	$24.8400	M	47.0000	Disposed	2020-03-31	Common (47.0000)	Direct
2017-01-05	Nonqualified Stock Options	$24.8400	M	23000.0000	Disposed	2020-03-31	Common (23000.0000)	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: Represents options under the terms of the 2010 Omnibus Incentive Plan of which the options vested in three equal annual installments beginning on March 31, 2011.