Sec Form 4 Filing - Morgan Raymond Kirk @ ICG GROUP, INC. - 2014-02-28

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) 02/28/2014 (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 ( 1 ) 02/28/2014 A 14,757 A $ 0 109,387 D Common Stock, par value $.001 per share ( 2 ) 02/28/2014 A 100,000 A $ 0 209,387 D Common Stock, par value $.001 per share ( 3 ) 02/28/2014 A 100,000 A $ 0 309,387 D Common Stock, par value $.001 per share ( 4 ) 03/03/2014 F 532 D $ 20.33 308,855 D Common Stock, par value $.001 per share ( 5 ) 03/03/2014 F 3,608 D $ 20.33 305,247 D Common Stock, par value $.001 per share 03/03/2014 S 44,442 D $ 20.1355 ( 6 ) 260,805 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 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

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 R. Kirk Morgan 03/04/2014 Signature of Reporting Person Date

Explanation of Responses:

( 1 )If and to the extent that the Reporting Person's achievement of goals pursuant to the ICG 2014 Performance Plan (such achievement, expressed as a percentage, the "Achievement Percentage") (i) is greater than or equal to one hundred percent (100%), all of these restricted shares will vest on 3/2/15, and (ii) is greater than zero percent (0%) but less than one hundred percent (100%), a portion of these restricted shares equal to the Achievement Percentage will vest on 3/2/15. ( 2 )These restricted shares will vest ratably over a four-year period, with one-fourth of the shares vesting every year, commencing on 2/28/15. ( 3 )25,000 of these restricted shares will vest on the first business day after the achievement of each of the following 45-trading day volume weighted average stock price targets (each a "VWAP Target"): $28.07, $30.16, $32.38 and $34.71, provided that if: (i) an applicable VWAP Target is achieved on or prior to 2/28/15, 50% of the shares scheduled to vest upon such achievement will vest on 2/28/15, and the remaining 50% of such shares will vest on 2/28/16; (ii) an applicable VWAP Target is achieved between 3/1/15 and 2/28/16, 50% of the shares scheduled to vest upon such achievement will vest as so scheduled, and the remaining 50% of such shares will vest on 2/28/16; and (iii) any specified vesting date that is not a business day, then the applicable vesting will occur on the first business day following such date. ( 4 )Shares of common stock were withheld by the Issuer to satisfy certain tax withholding obligations resulting from the vesting of restricted stock issued on 6/15/12. ( 5 )Shares of common stock were withheld by the Issuer to satisfy certain tax withholding obligations resulting from the vesting of restricted stock in connection with achievement of goals under the ICG 2013 Performance Plan. ( 6 )This column reflects the weighted average price for multiple transactions reported for 3/3/14. Actual sales prices for these transactions ranged from $20.05 to $20.27, inclusive. The Reporting Person undertakes to provide to the Issuer 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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