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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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 control number. | SEC 1474 (9-02) |
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 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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Restricted Stock Units | (4) | (3) | (3) | Common Stock | 6,666 | 6,666 | D | ||||||||
Restricted Stock Units | (4) | 11/12/2007 | A | 10,000 | (5) | (5) | Common Stock | 10,000 | $ 0 | 16,666 | D | ||||
Restricted Stock Units | $ 18.1 | 11/12/2008 | M | 3,334 | (5) | (5) | Common Stock | 3,334 | $ 0 | 13,332 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Glover Ellen ICF INTERNATIONAL, INC. 9300 LEE HIGHWAY FAIRFAX, VA 22031 |
EVP |
/s/ James J. Maiwurm, Attorney-in-fact | 04/10/2009 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | 10,000 shares were incorrectly reported under Table I as acquired Non-Derivative Securities (Restrict Stock Awards) on Form 4 filed on November 13, 2007. These shares should have been reflected under Table II as acquired Derivative Securities (Restricted Stock Units). |
(2) | Represents first vesting (33.33%) anniversary, and applicable common stock settlement, of acquired restricted stock unit grant pursuant to the 2006 Long-Term Equity Incentive Plan. |
(3) | These acquired restricted stock units were granted pursuant to Key Employment Recognition Award Program. These restricted stock units vest 33 1/3% after two years from date of grant, and 66 2/3 after three years from thd date of grant. |
(4) | Each restricted stock unit is the economic equivalent of one share of ICF International, Inc. Common Stock. |
(5) | These acquired restricted stock units were granted pursuant to the 2006 Long-Term Equity Incentive Plan. These restricted stock units vest 33.33% after one year from the date of grant, 33.33% on the second anniversary of the date of grant, and 33.33% after the third anniversary of the date of grant. |
Remarks: This amendment is being filed to correctly reflect the total amount beneficially owned of Derivative Securities under Table II (Restricted Stock Units) which were incorrectly reported as Non-Derivative Securities (Restricted Stock Awards) under Table I by the Reporting Person. |