X0303 5 2008-09-30 0 0 0 0000353567 ICO INC ICOC 0001220920 KNAPP A JOHN JR 1811 BERING DRIVE, SUITE 200 HOUSTON TX 77057 1 1 0 0 President & CEO Common Stock 227476 D Common Stock 401(k) 1125 I Through ICO, Inc. 401(k) Plan Common Stock (SEP-IRA) 513643 I Through SEP-IRA Common Stock 10000 I Spouse Common Stock 278655 I Andover Group, Inc. Common Stock 39500 I Andover Real Estate Services, Inc. Common Stock 42000 I Knapp Children's Trust Common Stock 10000 I Lykes Knapp Family Foundation Non-employee Director Stock Option 2.05 2001-11-04 2011-05-03 Common Stock 5000 5000 D Non-employee Director Stock Option 1.35 2002-09-19 2012-03-18 Common Stock 5000 5000 D Non-employee Director Stock Option 1.195 2003-09-04 2013-03-03 Common Stock 5000 5000 D Non-employee Director Stock Option 2.32 2004-09-09 2014-03-08 Common Stock 5000 5000 D Non-employee Director Stock Option 3.41 2005-09-19 2015-03-18 Common Stock 5000 5000 D Employee Stock Option (Right to Buy) 2.89 2005-10-31 2012-10-03 Common Stock 120000 120000 D Employee Stock Option (Right to Buy) 2.40 2006-12-15 2012-11-18 Common Stock 120000 120000 D The total includes 36,000 restricted shares of issuer's common stock issued pursuant to the Second Amended and Restated ICO, Inc. 2007 Equity Incentive Plan. All of these restricted shares will vest on August 17, 2010, subject to forfeiture prior to vesting in accordance with the terms of the Restricted Stock Agreement pursuant to which such restricted shares were awarded. The number of shares listed on this form represents the reporting person's interest in equivalent shares held by the unitized stock fund in the issuer's 401(k) savings plan ("Plan"). The unitized stock fund consists of the issuer's common stock (approximately 96% of the fund value) and cash or cash equivalents (approximately 4% of fund value). The amount of shares attributed to the reporting person as a Plan participant and expressed as equivalent shares may change from time to time without the volition of the reporting person depending on the fair market value of the issuer's stock and the amount of cash in the fund. The reporting person is the President and majority owner of the Andover Group, Inc., over which the reporting person has voting and investment control. The reporting person is the President and sole owner of the Andover Real Estate Services, Inc., over which the reporting person has voting and investment control. The reporting person is a Trustee of the Knapp Children's Trust. The reporting person disclaims beneficial ownership of any securities held by the Knapp Children's Trust. The reporting person has voting and investment control over Lykes Knapp Family Foundation. Options expire on the earlier of the stated expiration date or thirty days after the reporting person ceases to be a director. Options expire on the earlier of the stated expiration date or three months after the reporting person ceases to be an employee. A. John Knapp, Jr. 2008-10-31