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^*

Adelman David J.

(Last)

(First)

(Middle)

C/O ICG GROUP, INC.

555 E. LANCASTER AVENUE, SUITE 640

(Street)

RADNOR

19087

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ICG GROUP, INC. [ ICGE ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
01/02/2014

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, par value $.001 per share	04/01/2013		A		176⁽¹⁾	A	$12.09	28,760	D
Common Stock, par value $.001 per share	07/01/2013		A		186⁽¹⁾	A	$11.41	28,946	D
Common Stock, par value $.001 per share	10/01/2013		A		148⁽¹⁾	A	$14.32	29,094	D
Common Stock, par value $.001 per share	01/02/2014		A		931⁽¹⁾	A	$18.39	30,025⁽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)

Explanation of Responses:

1. Mr. Adelman made an election in 2012 to receive, in lieu of certain cash director fees earned by him in 2013, deferred stock units ("DSUs") with a fair market value equal to those fees on the applicable date of grant; the amount shown reflects the DSUs issued to Mr. Adelman in connection with that election. Each DSU represents the right to receive a share of Company Common Stock after the date of termination of his services as a director pursuant to the terms of the ICG Group, Inc. Director Deferred Stock Unit Program. The DSU issuances made on each of April 1, 2013, July 1, 2013 and October 1, 2013 were not reported within the prescribed time period.

2. This amount includes: (a) 11,387 shares of Common Stock that the Reporting Person has the right to receive following the termination of his services as a director pursuant to the terms of the ICG Group, Inc. Director Deferred Stock Unit program, (b) 7,500 shares of Common Stock that the Reporting Person has the right to receive following the termination of his service or employment with the Company pursuant to the terms of the ICG Amended and Restated Non-Management Director Compensation Plan and (c) 7,500 restricted shares granted pursuant to the ICG Amended and Restated Non-Management Director Compensation Plan.

	David J. Adelman	01/06/2014
	** Signature of Reporting Person	Date
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* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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