UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.     )

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¨ Preliminary Proxy Statement

¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

¨ Definitive Proxy Statement

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¨ Soliciting Material Pursuant to §240.14a-12

ICG Group, Inc.

(Name of the Registrant as Specified In Its Charter)

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*** Exercise Your Right to Vote ***

Important Notice Regarding the Availability of Proxy Materials for the

Stockholder Meeting to Be Held on June 15, 2012

	ICG GROUP, INC. ICG GROUP, INC. 690 LEE ROAD SUITE 310 WAYNE, PA 19087		Meeting Information Meeting Type: Annual Meeting For Holders As Of: April 19, 2012 Date: June 15, 2012    Time: 10:00 AM ET Location:   The Radnor Hotel 591 East Lancaster Avenue St. Davids, PA 19087
		You are receiving this communication because you hold shares of ICG Common Stock.
		Materials related to ICG’s annual meeting are now available. We urge you to access and review these materials and then cast your vote. You can access the proxy materials on the Internet or request paper or e-mail copies (see reverse side). This communication presents an overview of a more complete set of proxy materials that are now available to you on the Internet. We encourage you to access and review all of the important information contained in these materials before voting. The proxy materials are available on the Internet at www.proxyvote.com. If you want to receive a paper or e-mail copy of these materials, you must request one. There is no charge to you for requesting a copy. Please make your request for a copy as instructed on the reverse side on or before June 1, 2012 to facilitate timely delivery.
			See the reverse side of this notice to obtain proxy materials and voting instructions.

— Before You Vote —

How to Access the Proxy Materials

		Proxy Materials Available to VIEW or RECEIVE: NOTICE AND PROXY STATEMENT            ANNUAL REPORT            FORM 10-K How to View Online: Have the information that is printed in the box marked by the arrow (located on the following page) and visit: www.proxyvote.com. How to Request and Receive a PAPER or E-MAIL Copy: If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request: 1) BY INTERNET:        www.proxyvote.com 2) BY TELEPHONE:    1 -800-579-1639 3) BY E-MAIL*:            sendmaterial@proxyvote.com *  If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked by the arrow (located on the following page) in the subject line. Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before June 1, 2012 to facilitate timely delivery.
		— How To Vote — Please Choose One of the Following Voting Methods
	Vote In Person: If you want to vote in person at ICG’s annual meeting, you must bring a government-issued picture identification with you. If you hold shares through an account with a bank or a broker, you must obtain a proxy card from your bank or broker and bring that proxy card to the annual meeting, together with a copy of your bank or brokerage statement reflecting your stock ownership as of April 19, 2012.
	Vote By Internet: To vote now by Internet, go to www.proxyvote.com. Have the information that is printed in the box marked by the arrow available and follow the instructions. You may vote by Internet up until 11:59 p.m. ET on June 14, 2012.
	Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card.

Voting Items

	THE BOARD OF DIRECTORS RECOMMENDS
	A VOTE “FOR” ALL NOMINEES LISTED IN
	ITEM 1, AND “FOR” ITEMS 2 AND 3.
	Vote on Directors
	1.      Election of Directors
	1a.    David J. Adelman
	1b.    David J. Berkman
	1c.    David K. Downes
	Vote on Proposals
	2.      Ratification of KPMG LLP as ICG’s independent registered public accountant for the year ending December 31, 2012.
	3.      Approval, on an advisory basis, of the compensation of ICG’s named executive officers.