Sec Form 4 Filing - BUCKLEY WALTER W III @ ICG GROUP, INC. - 2012-10-22

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 BUCKLEY WALTER W III 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 X __ Officer (give title below) _____ Other (specify below) Chief Executive Officer (Last) (First) (Middle) C/O ICG GROUP, INC., 555 E. LANCASTER AVENUE, SUITE 640 3. Date of Earliest Transaction (MM/DD/YY) 10/22/2012 (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 10/22/2012 M( 1 ) 99,999 A $ 4.59 811,264 D Common Stock, par value $.001 per share 10/22/2012 S( 1 ) 9,400 D $ 11.0426 ( 2 ) 801,864 D Common Stock, par value $.001 per share 10/23/2012 S( 1 ) 15,600 D $ 10.7756 ( 3 ) 786,264 D Common Stock, par value $.001 per share 12,500 I Held by trust for the benefit of Mr. Buckley's relative Common Stock, par value $.001 per share 12,500 I Held by trust for the benefit of Mr. Buckley's relative Common Stock, par value $.001 per share 59,748 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 Options to Purchase Common Stock $ 4.59 10/22/2012 M( 1 ) 99,999 10/23/2006 10/23/2012 Common Stock, par value $.001 per share 99,999 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other BUCKLEY WALTER W III C/O ICG GROUP, INC. 555 E. LANCASTER AVENUE, SUITE 640 RADNOR, PA19087 X Chief Executive Officer Signatures Walter W. Buckley, III 10/24/2012 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 September 24, 2012 by the Reporting Person with respect to options expiring on October 23, 2012; an aggregate of 25,000 shares were sold in connection with this option exercise. ( 2 )This column reflects the weighted average sales price for multiple transactions reported for October 22, 2012. Actual sales prices for these transactions ranged from $10.95 to $11.08, 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 with the range. ( 3 )This column reflects the weighted average sales price for multiple transactions reported for October 23, 2012. Actual sales prices for these transactions ranged from $10.70 to $10.85, 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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