ICF International, Inc. — Director's Dealing 2018

Mar 14, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ICF International, Inc. (ICFI)
CIK: 0001362004
Period of Report: 2018-03-12

Reporting Person: Taylor Richard Dewayne (SVP & Principal Acct. Officer)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-03-12	Restricted Stock Units	$	A	411.0000	Acquired		Common (411.0000)	Direct
2018-03-12	Restricted Stock Units	$	A	411.0000	Acquired		Common (411.0000)	Direct
2018-03-12	Restricted Stock Units	$	A	173.0000	Acquired		Common (173.0000)	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: Each cash-settled restricted stock unit will be settled in cash only, based on the fair value of ICF International's stock price at the vesting date, calculated by multiplying the number of CSRSUs vested by the ICF International closing stock price on the vesting date.

F4: These acquired cash-settled restricted stock units were granted pursuant to ICF International, Inc.'s 2010 Omnibus Incentive Plan, as amended. These cash-settled 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.