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ICF International, Inc. Director's Dealing 2021

Mar 23, 2021

31810_dirs_2021-03-23_86d5b49f-3366-4701-a04d-db47af73494b.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: 2021-03-20

Reporting Person: Terreri Donald J (VP & Principal Acct. Officer)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2021-03-20 Common M 14.0000 $0.0000 Acquired 14.0000 Direct
2021-03-20 Common F 5.0000 $88.9600 Disposed 9.0000 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2021-03-20 Restricted Stock Units $ A 125.0000 Acquired Common (125.0000) Direct
2021-03-20 Restricted Stock Units $ A 102.0000 Acquired Common (102.0000) Direct
2021-03-20 Restricted Stock Units $0.0000 M 14.0000 Disposed Common (14.0000) Direct
2021-03-20 Restricted Stock Units $0.0000 M 17.0000 Disposed Common (17.0000) Direct
2021-03-20 Restricted Stock Units $0.0000 M 21.0000 Disposed Common (21.0000) Direct

Footnotes

F1: 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.

F2: These acquired restricted stock units were granted pursuant to ICF International, Inc.'s 2018 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 restricted stock unit is the economic equivalent of one share of ICF International, Inc.'s Common Stock.

F4: Represents the first vesting anniversary (25%) of acquired restricted stock units granted pursuant to the 2010 Omnibus Incentive Plan, as amended.

F5: The exercise price for the restricted stock unit exercise was $88.96.

F6: The exercise price for the cash-settled restricted stock unit exercise was $77.98.

F7: Represents the first vesting anniversary (25%) of acquired cash-settled restricted stock units granted pursuant to the 2018 Omnibus Incentive Plan, as amended.