ICF International, Inc. — Director's Dealing 2018

Mar 20, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ICF International, Inc. (ICFI)
CIK: 0001362004
Period of Report: 2018-03-16

Reporting Person: Glover Ellen (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-03-16	Common	M	685.0000	—	Acquired	29299.0000	Direct
2018-03-16	Common	F	215.0000	$61.2000	Disposed	29084.0000	Direct
2018-03-17	Common	M	668.0000	—	Acquired	29752.0000	Direct
2018-03-17	Common	F	210.0000	$61.2000	Disposed	29542.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-03-16	Restricted Stock Units	$	M	685.0000	Disposed		Common (685.0000)	Direct
2018-03-17	Restricted Stock Units	$	M	668.0000	Disposed		Common (668.0000)	Direct

Footnotes

F1: The exercise price for the restricted stock unit exercise was $61.20.

F2: Represents the third vesting anniversary (25%) of acquired restricted stock units granted pursuant to the 2010 Omnibus Incentive Plan, as amended.

F3: Represents the fourth vesting anniversary (25%) of acquired restricted stock units granted pursuant to the 2010 Omnibus Incentive Plan, as amended.