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ICF International, Inc. Director's Dealing 2017

Jan 4, 2017

31810_dirs_2017-01-04_ebd76374-010d-44e3-9905-2e27600bff61.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: 2016-12-30

Reporting Person: Wasson John (President & COO)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2016-12-30 Common A 334.0000 $51.3500 Acquired 46661.0000 Direct

Footnotes

F1: The reporting person is voluntarily reporting the acquisition of shares of the issuer's common stock pursuant to the ICF International, Inc. 2006 Employee Stock Purchase Plan (the ESPP), for the ESPP purchase period of July 1, 2016 through December 31, 2016. This transaction is also exempt pursuant to Rule 16b-3(c).

F2: The Offering Persion (as defined in the ESPP) ended on December 31, 2016, and the shares were acquired on the last business day of the Offering Period.

F3: In accordance with the ESPP, these shares were purchase at a price not less than ninety-five percent (95%) of the per share fair market value of the Common Shares (as defined in the ESPP) as of December 30, 2016, the last trading day prior to the end of the Offering Period.