ICF International, Inc. — Director's Dealing 2021

Jan 5, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ICF International, Inc. (ICFI)
CIK: 0001362004
Period of Report: 2020-12-31

Reporting Person: Kesavan Sudhakar (Director, Executive Chairman)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-12-31	Common	M	52098.0000	$40.6800	Acquired	283926.0000	Direct
2020-12-31	Common	M	42900.0000	—	Acquired	326826.0000	Direct
2020-12-31	Common	M	13801.0000	$27.0300	Acquired	340627.0000	Direct
2020-12-31	Common	M	7918.0000	—	Acquired	348545.0000	Direct
2020-12-31	Common	M	2891.0000	$40.6800	Acquired	351436.0000	Direct
2020-12-31	Common	M	211.0000	$27.0300	Acquired	351647.0000	Direct
2020-12-31	Common	S	211.0000	$74.1471	Disposed	351436.0000	Direct
2020-12-31	Common	S	2891.0000	$74.0858	Disposed	348545.0000	Direct
2020-12-31	Common	F	3825.0000	$74.3300	Disposed	344720.0000	Direct
2020-12-31	Common	S	13801.0000	$73.4068	Disposed	330919.0000	Direct
2020-12-31	Common	F	20725.0000	$74.3300	Disposed	310194.0000	Direct
2020-12-31	Common	S	52098.0000	$73.3713	Disposed	258096.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-12-31	Nonqualified Stock Options	$40.6800	M	2891.0000	Disposed	2024-03-17	Common (2891.0000)	Direct
2020-12-31	Nonqualified Stock Options	$40.6800	M	52098.0000	Disposed	2024-03-17	Common (52098.0000)	Direct
2020-12-31	Nonqualified Stock Options	$27.0300	M	211.0000	Disposed	2023-03-18	Common (211.0000)	Direct
2020-12-31	Nonqualified Stock Options	$27.0300	M	13801.0000	Disposed	2023-03-18	Common (13801.0000)	Direct
2020-12-31	Restricted Stock Units	$	M	7918.0000	Disposed		Common (7918.0000)	Direct
2020-12-31	Restricted Stock Units	$	M	42900.0000	Disposed		Common (42900.0000)	Direct

Footnotes

F1: The exercise price for the restricted stock unit exercise was $74.33.

F2: The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on 10/5/2020.

F3: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $74.04 to $74.51, inclusive. The reporting person undertakes to provide to ICF International, Inc., any security holder of ICF International, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (1) and (2) to this Form 4.

F4: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $73.90 to $74.68, inclusive. The reporting person undertakes to provide to ICF International, Inc., any security holder of ICF International, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (1) and (2) to this Form 4.

F5: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $72.92 to $73.91, inclusive. The reporting person undertakes to provide to ICF International, Inc., any security holder of ICF International, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (1) and (2) to this Form 4.

F6: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $72.89 to $73.87, inclusive. The reporting person undertakes to provide to ICF International, Inc., any security holder of ICF International, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (1) and (2) to this Form 4.

F7: Represents options under the terms of the 2010 Omnibus Incentive Plan of which the options vested in three equal annual installments beginning on March 17, 2015.

F8: Represents options under the terms of the 2010 Omnibus Incentive Plan of which the options vested in three equal annual installments beginning on March 18, 2014.

F9: Represents accelerated vesting, due to retirement, of restricted stock units granted pursuant to the 2010 Omnibus Incentive Plan, as amended.

F10: Represents accelerated vesting, due to retirement, of restricted stock units granted pursuant to the 2018 Omnibus Incentive Plan, as amended.