SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

BRENNAN JOHN J

(Last)

(First)

(Middle)

C/O ICT GROUP, INC.

100 BRANDYWINE BOULEVARD

(Street)

NEWTOWN

18940

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ICT GROUP INC [ ICTG ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
02/21/2008

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock⁽¹⁾	02/21/2008		F	V	709	D	$8.83	1,258,032	D
Common Stock								2,250,000	I	Voting Trust with Donald P. Brennan
Common Stock								25,200⁽²⁾	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option	$10.71							02/15/2000	02/15/2010	Common Stock	44,000		44,000	D
Stock Option	$8.75							02/06/2001	02/06/2011	Common Stock	28,200		28,200	D
Stock Option	$16.9							02/05/2002	02/05/2012	Common Stock	27,300		27,300	D
Restricted Stock Units⁽³⁾	$0							⁽³⁾	⁽³⁾	Common Stock	75,000		75,000	D
Restricted Stock Units⁽⁴⁾	$0							⁽⁴⁾	⁽⁴⁾	Common Stock	83,108		83,108	D

Explanation of Responses:

1. Disposition of Common Stock to satisfy tax withholding obligation.

2. Held jointly with spouse.

3. Restricted Stock Unit Award under the 2006 Equity Compensation Plan vesting in four equal installments beginning March 13, 2007, 50% of which will be paid in cash, based on the number of stock units vesting on the relevant date, valued at the fair market value of the company's stock on the vesting date, and 50% in stock.

4. Restricted Stock Unit Award under the 2006 Equity Compensation Plan vesting in four equal installments beginning March 13, 2008. These performance-based awards were issued pursuant to an employment agreement dated March 13, 2006 and disclosed in a Form 8-K filed on March 17, 2006. These awards were also disclosed in the Company's Annual Proxy Statement filed on April 17, 2006.

	John J. Brennan	02/25/2008
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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