Sec Form 4 Filing - BERKMAN DAVID J @ ICG GROUP, INC. - 2012-02-02

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
BERKMAN DAVID J
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
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O ICG GROUP, INC., 690 LEE ROAD, SUITE 310
3. Date of Earliest Transaction (MM/DD/YY)
02/02/2012
(Street)
WAYNE, PA19087
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 02/02/2012 M( 1 ) 5,000 A $ 8.6 101,461 D
Common Stock, par value $.001 per share 02/02/2012 S( 1 ) 5,000 D $ 9.5 96,461 ( 2 ) D
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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
Options to Purchase Common Stock $ 8.6 02/02/2012 M( 1 ) 5,000 02/12/2004 02/12/2012 Common Stock, par value $.001 per share 5,000 $ 0 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
BERKMAN DAVID J
C/O ICG GROUP, INC.
690 LEE ROAD, SUITE 310
WAYNE, PA19087
X
Signatures
David J. Berkman 02/02/2012
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The option exercise and sale reported in this Form 4 were effected pursuant to a Rule 10b(5)-1 trading plan adopted by the reporting person on December 21, 2011.
( 2 )This amount includes 41,461 shares of Common Stock that the Reporting Person has the right to receive following the termination of his services as a director pursuant to the terms of the ICG Group, Inc. Deferred Stock Unit Program. This amount also includes 40,000 stock units that the Reporting Person has the right to receive following the termination of his service or employment with the Company pursuant to the terms of the ICG Group, Inc. 2005 Omnibus Equity Compensation Plan.

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).

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