Sec Form 4 Filing - Kesavan Sudhakar @ ICF International, Inc. - 2020-12-31

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 Kesavan Sudhakar 2. Issuer Name and Ticker or Trading Symbol ICF International, Inc. [ ICFI] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Executive Chairman (Last) (First) (Middle) 9300 LEE HIGHWAY 3. Date of Earliest Transaction (MM/DD/YY) 12/31/2020 (Street) FAIRFAX, VA22031 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 12/31/2020 M 52,098 A $ 40.68 283,926 D Common 12/31/2020 M 42,900 A $ 0 ( 1 ) 326,826 D Common 12/31/2020 M 13,801 A $ 27.03 340,627 D Common 12/31/2020 M 7,918 A $ 0 ( 1 ) 348,545 D Common 12/31/2020 M 2,891 A $ 40.68 351,436 D Common 12/31/2020 M 211 A $ 27.03 351,647 D Common 12/31/2020 S( 2 ) 211 D $ 74.1471 ( 3 ) 351,436 D Common 12/31/2020 S( 2 ) 2,891 D $ 74.0858 ( 4 ) 348,545 D Common 12/31/2020 F 3,825 D $ 74.33 344,720 D Common 12/31/2020 S( 2 ) 13,801 D $ 73.4068 ( 5 ) 330,919 D Common 12/31/2020 F 20,725 D $ 74.33 310,194 D Common 12/31/2020 S( 2 ) 52,098 D $ 73.3713 ( 6 ) 258,096 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 Nonqualified Stock Options $ 40.68 12/31/2020 M 2,891 ( 7 ) 03/17/2024 Common 2,891 $ 0 52,098 D Nonqualified Stock Options $ 40.68 12/31/2020 M 52,098 ( 7 ) 03/17/2024 Common 52,098 $ 0 0 D Nonqualified Stock Options $ 27.03 12/31/2020 M 211 ( 8 ) 03/18/2023 Common 211 $ 0 13,801 D Nonqualified Stock Options $ 27.03 12/31/2020 M 13,801 ( 8 ) 03/18/2023 Common 13,801 $ 0 0 D Restricted Stock Units ( 1 ) 12/31/2020 M 7,918 ( 9 ) ( 9 ) Common 7,918 ( 1 ) 42,900 D Restricted Stock Units ( 1 ) 12/31/2020 M 42,900 ( 10 ) ( 10 ) Common 42,900 ( 1 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Kesavan Sudhakar 9300 LEE HIGHWAY FAIRFAX, VA22031 X Executive Chairman Signatures /s/ James E. Daniel, Attorney-in-fact 01/05/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The exercise price for the restricted stock unit exercise was $74.33. ( 2 )The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on 10/5/2020. ( 3 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $74.04 to $74.51, inclusive. The reporting person undertakes to provide to ICF International, Inc., any security holder of ICF International, 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 ranges set forth in footnotes (1) and (2) to this Form 4. ( 4 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $73.90 to $74.68, inclusive. The reporting person undertakes to provide to ICF International, Inc., any security holder of ICF International, 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 ranges set forth in footnotes (1) and (2) to this Form 4. ( 5 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $72.92 to $73.91, inclusive. The reporting person undertakes to provide to ICF International, Inc., any security holder of ICF International, 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 ranges set forth in footnotes (1) and (2) to this Form 4. ( 6 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $72.89 to $73.87, inclusive. The reporting person undertakes to provide to ICF International, Inc., any security holder of ICF International, 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 ranges set forth in footnotes (1) and (2) to this Form 4. ( 7 )Represents options under the terms of the 2010 Omnibus Incentive Plan of which the options vested in three equal annual installments beginning on March 17, 2015. ( 8 )Represents options under the terms of the 2010 Omnibus Incentive Plan of which the options vested in three equal annual installments beginning on March 18, 2014. ( 9 )Represents accelerated vesting, due to retirement, of restricted stock units granted pursuant to the 2010 Omnibus Incentive Plan, as amended. ( 10 )Represents accelerated vesting, due to retirement, of restricted stock units granted pursuant to the 2018 Omnibus Incentive Plan, as amended.

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