Sec Form 4 Filing - CM Equity Partners, L.P. @ ICF International, Inc. - 2009-12-16

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 CM Equity Partners, L.P. 2. Issuer Name and Ticker or Trading Symbol ICF International, Inc. [ ICFI] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner _____ Officer (give title below) X __ Other (specify below) Member of Group 10% Owner (Last) (First) (Middle) 900 THIRD AVENUE, 33RD FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 12/16/2009 (Street) NEW YORK, NY10022-4775 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ 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 (CM Equity Partners, L.P.) 570,264 D Common Stock (CMEP Co-Investment ICF, L.P.) 677,415 D Common Stock (CM Equity Partners II, L.P.) 289,779 D Common Stock (CM Equity Partners II Co-Investors, L.P.) 27,293 D Common Stock (CMLS GP, L.P.) 1,247,679 I See footnote ( 1 ) Common Stock (CMLS General Partner, LLC) 1,247,679 I See footnote ( 2 ) Common Stock (LPE II Co-Investors, LLC) 27,293 I See footnote ( 3 ) Common Stock (Lynx II GP, L.P.) 289,779 I See footnote ( 4 ) Common Stock (LPE II, LLC) 289,779 I See footnote ( 5 )

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 CM Equity Partners, L.P. 900 THIRD AVENUE 33RD FLOOR NEW YORK, NY10022-4775 Member of Group 10% Owner CMEP Co-Investment ICF, L.P. 900 THIRD AVENUE 33RD FLOOR NEW YORK, NY10022-4775 Member of Group 10% Owner CM Equity Partners II, L.P. 900 THIRD AVENUE 33RD FLOOR NEW YORK, NY10022-4775 Member of Group 10% Owner CM Equity Partners II Co-Investors, L.P. 900 THIRD AVENUE 33RD FLOOR NEW YORK, NY10022-4775 Member of Group 10% Owner CMLS GP, L.P. 900 THIRD AVENUE 33RD FLOOR NEW YORK, NY10022-4775 Member of Group 10% Owner CMLS General Partner, LLC 900 THIRD AVENUE 33RD FLOOR NEW YORK, NY10022-4775 Member of Group 10% Owner LPE II Co-Investors, LLC 900 THIRD AVENUE 33RD FLOOR NEW YORK, NY10022-4775 Member of Group 10% Owner Lynx II GP, L.P. 900 THIRD AVENUE 33RD FLOOR NEW YORK, NY10022-4775 Member of Group 10% Owner LPE II, LLC 900 THIRD AVENUE 33RD FLOOR NEW YORK, NY10022-4775 Member of Group 10% Owner Signatures /s/ Joel R. Jacks 01/14/2010 Signature of Reporting Person Date

Explanation of Responses:

( 1 )These shares represent shares indirectly owned by CMLS GP, L.P., which is the general partner of CM Equity Partners, L.P. and CMEP Co-Investment ICF, L.P. ( 2 )These shares represent shares indirectly owned by CMLS General Partner, LLC, which is the general partner of CMLS GP, L.P. ( 3 )These shares represent shares indirectly owned by LPE II Co-Investors, LLC, which is the general partner of CM Equity Partners II Co-Investors, L.P. ( 4 )These shares represent shares indirectly owned by Lynx II GP, L.P., which is the general partner of CM Equity Partners II, L.P. ( 5 )These shares represent shares indirectly owned by LPE II, LLC, which is the general partner of Lynx II GP, L.P.

Remarks: This is a voluntary exit report; pursuant to the Issuer's Stock Offering on December 16, 2009, the reporting entity has less than a 10% ownership interest of Issuer.

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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