CEO & President Wasson John converted options into 14,603 units of Common and covered exercise/tax liability with 6,587 units of Common, increasing direct ownership by 77% to 18,386 units (SEC Form 4)
$ICFI
Professional Services
Consumer Discretionary
| FORM 4 |
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 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
ICF International, Inc. [ ICFI ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/20/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 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 | 03/20/2025 | M | 7,386 | A | $0(1) | 17,756 | D | |||
| Common | 03/20/2025 | M | 3,838 | A | $0(1) | 21,594 | D | |||
| Common | 03/20/2025 | M | 3,379 | A | $0(1) | 24,973 | D | |||
| Common | 03/20/2025 | F | 1,524 | D | $84.83 | 23,449 | D | |||
| Common | 03/20/2025 | F | 1,731 | D | $84.83 | 21,718 | D | |||
| Common | 03/20/2025 | F | 3,332 | D | $84.83 | 18,386 | D | |||
| Common | 716 | I | By Spouse | |||||||
| Common | 12,739 | I | John M. Wasson Remainder Trust 2022 | |||||||
| Common | 65,748 | I | John M. Wasson Rev. Trust | |||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 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 (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (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: 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 | ||||||||
| Restricted Stock Units | (2) | 03/20/2025 | A | 29,246 | (3) | (3) | Common | 29,246 | $0.0000 | 61,661 | D | ||||
| Restricted Stock Units | (1) | 03/20/2025 | M | 3,379 | (4) | (4) | Common | 3,379 | (1) | 58,282 | D | ||||
| Restricted Stock Units | (1) | 03/20/2025 | M | 3,838 | (5) | (5) | Common | 3,838 | (1) | 54,444 | D | ||||
| Restricted Stock Units | (1) | 03/20/2025 | M | 7,386 | (6) | (6) | Common | 7,386 | (1) | 47,058 | D | ||||
| Explanation of Responses: |
| 1. The exercise price for the restricted stock unit exercise was $84.83. |
| 2. Each restricted stock unit is the economic equivalent of one share of ICF International, Inc.'s Common Stock. |
| 3. These acquired restricted stock units were granted pursuant to ICF International, Inc.'s 2018 Omnibus Incentive Plan, as amended. These restricted stock units vest over a period of three (3) years, at 25% on each of the first two anniversaries of the grant and 50% on the third anniversary from the day of grant. |
| 4. Represents the 1st vesting anniversary (25%) of acquired restricted stock units granted pursuant to the 2018 Omnibus Incentive Plan, as amended. |
| 5. Represents the 2nd vesting anniversary (25%) of acquired restricted stock units granted pursuant to the 2018 Omnibus Incentive Plan, as amended. |
| 6. Represents the 3rd vesting anniversary (50%) of acquired restricted stock units granted pursuant to the 2018 Omnibus Incentive Plan, as amended. |
| /s/ James E. Daniel, Attorney-in-fact | 03/24/2025 | |
| ** Signature of Reporting Person | Date | |
| 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||