Sec Form 4 Filing - Morgan Raymond Kirk @ ICG GROUP, INC. - 2012-12-05

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
Morgan Raymond Kirk
2. Issuer Name and Ticker or Trading Symbol
ICG GROUP, INC. [ ICGE]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Financial Officer
(Last) (First) (Middle)
C/O ICG GROUP, INC., 555 E. LANCASTER AVENUE, SUITE 640
3. Date of Earliest Transaction (MM/DD/YY)
12/05/2012
(Street)
RADNOR, 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 12/05/2012 M( 1 ) 12,483 A $ 8.98 34,358 D
Common Stock, par value $.001 per share 12/05/2012 S( 1 ) 12,483 D $ 11.5048 ( 2 ) 21,875 D
Common Stock, par value $.001 per share 4,231 I Held by IRA
Common Stock, par value $.001 per share 15,831 I Held by 401(k) Plan
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 Derivat ive 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 $ 8.98 12/05/2012 M( 1 ) 12,483 12/10/2006 12/10/2012 Common Stock, par value $.001 per share 12,483 $ 0 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Morgan Raymond Kirk
C/O ICG GROUP, INC.
555 E. LANCASTER AVENUE, SUITE 640
RADNOR, PA19087
Chief Financial Officer
Signatures
Raymond Kirk Morgan 12/05/2012
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 on November 14, 2012 by the Reporting Person with respect to options expiring on December 10, 2012.
( 2 )This column reflects the weighted average sales price for multiple transactions reported for December 5, 2012. Actual sales prices for these transactions ranged from $11.50 to $11.51588, inclusive. The Reporting Person undertakes to provide to ICG Group, Inc., any security holder of ICG Group, Inc. or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range.

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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