SEC FORM 3

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Ostria Sergio J

(Last)

(First)

(Middle)

9300 LEE HIGHWAY

(Street)

FAIRFAX

22031

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/18/2015

3. Issuer Name and Ticker or Trading Symbol
ICF International, Inc. [ ICFI ]

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

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	1,601	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Restricted Stock Units	⁽²⁾	⁽²⁾	Common Stock	814	⁽¹⁾	D
Restricted Stock Units	⁽³⁾	⁽³⁾	Common Stock	942	⁽¹⁾	D
Restricted Stock Units	⁽⁴⁾	⁽⁴⁾	Common Stock	678	⁽¹⁾	D
Restricted Stock Units	⁽⁵⁾	⁽⁵⁾	Common Stock	1,854	⁽¹⁾	D
Employee Stock Option (right to buy)	⁽⁶⁾	03/19/2022	Common Stock	2,817	$25.66	D
Employee Stock Option (right to buy)	⁽⁷⁾	03/18/2023	Common Stock	6,794	$27.03	D
Employee Stock Option (right to buy)	⁽⁸⁾	03/17/2024	Common Stock	5,665	$40.68	D

Explanation of Responses:

1. Each restricted stock unit is the economic equivalent of one share of ICF International, Inc. Common Stock.

2. These acquired restricted stock units were granted on March 19, 2012, pursuant to ICF International, Inc.'s 2010 Omnibus Incentive Plan, as amended. These restricted stock units vest over a period of 4 years at 25% per year beginning one year from the date of grant. The first three installments vested on March 19, 2013, March 19, 2014 and March 19, 2015, respectively.

3. These acquired restricted stock units were granted on March 18, 2013, pursuant to ICF International, Inc.'s 2010 Omnibus Incentive Plan, as amended. These restricted stock units vest over a period of 4 years at 25% per year beginning one year from the date of grant. The first two installments vested on March 18, 2014 and March 18, 2015, respectively.

4. These acquired restricted stock units were granted on March 17, 2014, pursuant to ICF International, Inc.'s 2010 Omnibus Incentive Plan, as amended. These restricted stock units vest over a period of 4 years at 25% per year beginning one year from the date of grant. The first installment vested on March 17, 2015.

5. These acquired restricted stock units were granted on March 16, 2015, pursuant to ICF International, Inc.'s 2010 Omnibus Incentive Plan, as amended. These restricted stock units vest over a period of 4 years at 25% per year beginning one year from the date of grant.

6. This option award was granted on March 19, 2012 for 8,451 options, pursuant to the ICF International, Inc. 2010 Omnibus Incentive Plan, as amended. The option award vested over a period of 3 years at 33 1/3% per year beginning one year from the date of grant. At the time of this filing, the option award was entirely vested, and 5,634 options have been exercised.

7. This option award was granted on March 18, 2013 for 10,191 options, pursuant to the ICF International, Inc. 2010 Omnibus Incentive Plan, as amended. The option award vests over a period of 3 years at 33 1/3% per year beginning one year from the date of grant. The first two installments vested on March 18, 2014 and March 18, 2015, respectively, and 3,397 options have been exercised.

8. This option award was granted on March 17, 2014 for 5,665 options, pursuant to the ICF International, Inc. 2010 Omnibus Incentive Plan, as amended. The option award vests over a period of 3 years at 33 1/3% per year beginning one year from the date of grant. The first installment vested on March 17, 2015, and no options have been exercised.

	/s/ James J. Maiwurm, Attorney-in-fact	09/21/2015
	** 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 5 (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).
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