ICF International : Initial filing by director officer or owner of more than ten percent.

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

OMB APPROVAL

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF

OMB Number:

3235-0104

SECURITIES

Estimated average burden

hours per response:

0.5

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934

or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person*

2. Date of Event

3. Issuer Name and Ticker or Trading Symbol

WELSH BETTINA GARCIA

(Month/Day/Year)

ICF International, Inc.[ ICFI ]

Requiring Statement

02/29/2020

(Last)

(First)

(Middle)

4. Relationship of Reporting Person(s) to Issuer

5. If Amendment, Date of Original Filed

(Check all applicable)

(Month/Day/Year)

9300 LEE HIGHWAY

Director

10% Owner

X

Officer (give title

Other (specify

6. Individual or Joint/Group Filing (Check

below)

below)

Applicable Line)

(Street)

Chief Financial Officer

X Form filed by One Reporting Person

FAIRFAX

VA

22031

Form filed by More than One

Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Beneficially Owned

1. Title of Security (Instr. 4)

2. Amount of Securities

3. Ownership

4. Nature of Indirect Beneficial Ownership

Beneficially Owned (Instr. 4)

Form: Direct (D)

(Instr. 5)

or Indirect (I)

(Instr. 5)

Table II - Derivative Securities Beneficially Owned

(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)

2. Date Exercisable and

3. Title and Amount of Securities

4.

5.

6. Nature of Indirect

Expiration Date

Underlying Derivative Security (Instr. 4)

Conversion

Ownership

Beneficial Ownership

(Month/Day/Year)

or Exercise

Form:

(Instr. 5)

Price of

Direct (D)

Amount

Derivative

or Indirect

or

Security

(I) (Instr. 5)

Number

Date

Expiration

of

Exercisable

Date

Title

Shares

Restricted Stock Units

(1)

(1)

Common

5,999

(2)

D

Explanation of Responses:

1. These acquired restricted stock units were granted pursuant to ICF International, Inc.'s 2018 Omnibus Incentive Plan. 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.
2. Each restricted stock unit is the economic equivalent of one share of ICF International, Inc.'s Common Stock.

/s/ James E. Daniel, Attorney-	03/02/2020
in-fact
** 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 5 (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.