ICF International, Inc. — Director's Dealing 2021

Mar 23, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ICF International, Inc. (ICFI)
CIK: 0001362004
Period of Report: 2021-03-20

Reporting Person: WELSH BETTINA GARCIA (Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-03-20	Common	M	941.0000	—	Acquired	1941.0000	Direct
2021-03-20	Common	M	79.0000	—	Acquired	2020.0000	Direct
2021-03-20	Common	F	27.0000	$88.9600	Disposed	1993.0000	Direct
2021-03-20	Common	F	314.0000	$88.9600	Disposed	1679.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-03-20	Restricted Stock Units	$	A	3218.0000	Acquired		Common (3218.0000)	Direct
2021-03-20	Restricted Stock Units	$	M	79.0000	Disposed		Common (79.0000)	Direct
2021-03-20	Restricted Stock Units	$	M	941.0000	Disposed		Common (941.0000)	Direct

Footnotes

F1: The exercise price for the restricted stock unit exercise was $88.96.

F2: Each restricted stock unit is the economic equivalent of one share of ICF International, Inc.'s Common Stock.

F3: 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.

F4: Represents the 1st vesting anniversary (25%) of acquired restricted stock units granted pursuant to the 2018 Omnibus Incentive Plan, as amended.