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*
BUCKLEY WALTER W III
(Last) (First) (Middle)
C/O ICG GROUP, INC.
555 E. LANCASTER AVENUE, SUITE 640
(Street)
RADNOR PA 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
X Officer (give title below) Other (specify below)
Chief Executive Officer
3. Date of Earliest Transaction (Month/Day/Year)
02/28/2014
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)
Code V Amount (A) or (D) Price
Common Stock, par value $.001 per share(1) 02/28/2014 A 38,736 A $0 989,038 D
Common Stock, par value $.001 per share(2) 02/28/2014 D 183,333 D $0 805,705 D
Common Stock, par value $.001 per share(3) 02/28/2014 A 375,000 A $0 1,180,705 D
Common Stock, par value $.001 per share(4) 02/28/2014 A 375,000 A $0 1,555,705 D
Common Stock, par value $.001 per share(5) 03/03/2014 F 7,857 D $20.33 1,547,848 D
Common Stock, par value $.001 per share 12,500 I Held by trust for the benefit of Mr. Buckley's relative
Common Stock, par value $.001 per share 12,500 I Held by trust for the benefit of Mr. Buckley's relative
Common Stock, par value $.001 per share 59,748 I Held by 401(k) Plan
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. If and to the extent that the Reporting Person's achievement of goals pursuant to the ICG 2014 Performance Plan (such achievement, expressed as a percentage, the "Achievement Percentage") (i) is greater than or equal to one hundred percent (100%), all of these restricted shares will vest on 3/2/15 and (ii) is greater than zero percent (0%) but less than one hundred percent (100%), a portion of these restricted shares equal to the Achievement Percentage will vest on 3/2/15.
2. The Reporting Person forfeited shares of restricted stock following a determination by the Compensation Committee of the Issuer's Board of Directors that the revenue and EBITDA performance metrics governing the vesting of restricted shares issued on 10/4/11 were not achievable due to a change in the Issuer's profile that was caused by the disposition of Procurian Inc., the Issuer's largest asset.
3. These restricted shares will vest ratably over a four-year period, with one-fourth of the shares vesting every year, commencing on 2/28/15.
4. 93,750 of these restricted shares will vest on the first business day after the achievement of each of the following 45-trading day volume weighted average stock price targets (each a "VWAP Target"): $28.07, $30.16, $32.38 and $34.71; provided that if: (i) an applicable VWAP Target is achieved on or prior to 2/28/15, 50% of the shares scheduled to vest upon such achievement will vest on 2/28/15, and the remaining 50% of such shares will vest on 2/28/16; (ii) an applicable VWAP Target is achieved between 3/1/15 and 2/28/16, 50% of the shares scheduled to vest upon such achievement will vest as so scheduled, and the remaining 50% of such shares will vest on 2/28/16; and (iii) any specified date that is not a business day, then the applicable vesting will occur on the first business day following such date.
5. Shares of common stock were withheld by the Issuer to satisfy certain tax withholding obligations resulting from the vesting of restricted stock in connection with achievement of goals under the ICG 2013 Performance Plan.
Walter W. Buckley, III 03/04/2014
** 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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