Donald J. Terreri - Mar 20, 2022 Form 4 Insider Report for ICF International, Inc. (ICFI)

Role: VP & Principal Acct. Officer
Signature: /s/ James E. Daniel, Attorney-in-fact
Stock symbol: ICFI
Transactions as of: Mar 20, 2022
Transactions value $: -$7,710
Form type: 4
Date filed: 3/22/2022, 06:36 PM
Previous filing: Aug 9, 2021
Next filing: Aug 9, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	ICFI	Common	Options Exercise	$0	+26	+288.89%	$0.00	35	Mar 20, 2022	Direct	F1
transaction	ICFI	Common	Options Exercise	$0	+13	+37.14%	$0.00	48	Mar 20, 2022	Direct	F1
transaction	ICFI	Common	Tax liability	-$459	-5	-10.42%	$91.79	43	Mar 20, 2022	Direct
transaction	ICFI	Common	Tax liability	-$918	-10	-23.26%	$91.79	33	Mar 20, 2022	Direct

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	ICFI	Restricted Stock Units	Award	$0	+186	+81.94%	$0.00	413	Mar 20, 2022	Common	186		Direct	F2, F3
transaction	ICFI	Restricted Stock Units	Award	$0	+152	+36.8%	$0.00	565	Mar 20, 2022	Common	152		Direct	F4, F5
transaction	ICFI	Restricted Stock Units	Options Exercise		-13	-2.65%		478	Mar 20, 2022	Common	13	$0.00	Direct	F1, F6
transaction	ICFI	Restricted Stock Units	Options Exercise	-$1.56K	-17	-3.01%	$91.79	548	Mar 20, 2022	Common	17		Direct	F7, F8
transaction	ICFI	Restricted Stock Units	Options Exercise	-$1.84K	-20	-3.65%	$91.79	528	Mar 20, 2022	Common	20		Direct	F7, F8
transaction	ICFI	Restricted Stock Units	Options Exercise		-26	-4.92%		502	Mar 20, 2022	Common	26		Direct	F1, F9
transaction	ICFI	Restricted Stock Units	Options Exercise	-$2.94K	-32	-6.69%	$91.79	446	Mar 20, 2022	Common	32	$0.00	Direct	F7, F10

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	The exercise price for the restricted stock unit exercise was $91.79.
F2	Each cash-settled restricted stock unit will be settled in cash only, based on the fair value of ICF International's stock price at the vesting date, calculated by multiplying the number of CSRSUs vested by the ICF International closing stock price on the vesting date.
F3	These acquired cash settled restricted stock units were granted pursuant to ICF International, Inc.'s 2018 Omnibus Incentive Plan, as amended. These cash settled restricted stock units vest over a period of three (3) years, at 25% on each of the first two anniversaries of the grant and 50% on the third anniversary from the day of grant.
F4	Each restricted stock unit is the economic equivalent of one share of ICF International, Inc.'s Common Stock.
F5	These acquired restricted stock units were granted pursuant to ICF International, Inc.'s 2018 Omnibus Incentive Plan, as amended. These restricted stock units vest over a period of three (3) years, at 25% on each of the first two anniversaries of the grant and 50% on the third anniversary from the day of grant.
F6	Represents the 2nd vesting anniversary (25%) of acquired restricted stock units granted pursuant to the 2018 Omnibus Incentive Plan, as amended.
F7	The exercise price for the cash-settled restricted stock unit exercise was $91.79.
F8	Represents the 2nd vesting anniversary (25%) of acquired cash-settled restricted stock units granted pursuant to the 2018 Omnibus Plan, as amended.
F9	Represents the 1st vesting anniversary (25%) of acquired restricted stock units granted pursuant to the 2018 Omnibus Incentive Plan, as amended.
F10	Represents the 1st vesting anniversary (25%) of acquired cash-settled restricted stock units granted pursuant to the 2018 Omnibus Plan, as amended.