Form 4 ICF International, Inc. For: Oct 06 Filed by: CM Equity Partners II Co-Investors, L.P. (10K)

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, 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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

CM Equity Partners, L.P.

(Last)

(First)

(Middle)

900 THIRD AVENUE, 33RD FLOOR

(Street)

NEW YORK

10022-4775

(City)

(State)

(Zip)

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

3. Date of Earliest Transaction (Month/Day/Year)
10/06/2009

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock (CM Equity Partners, L.P.)								1,140,529	D
Common Stock (CM Equity Partners, L.P.)	10/06/2009		J⁽¹⁾		570,265	D	$ 0	570,264	D
Common Stock (CMEP Co-Investment ICF, L.P.)								1,354,831	D
Common Stock (CMEP Co-Investment ICF, L.P.)	10/06/2009		J⁽¹⁾		677,416	D	$ 0	677,415	D
Common Stock (CM Equity Partners II, L.P.)								579,558	D
Common Stock (CM Equity Partners II, L.P.)	10/06/2009		J⁽¹⁾		289,779	D	$ 0	289,779	D
Common Stock (CM Equity Partners II Co-Investors, L.P.)								54,586	D
Common Stock (CM Equity Partners II Co-Investors, L.P.)	10/06/2009		J⁽¹⁾		27,293	D	$ 0	27,293	D
Common Stock (CMLS GP, L.P.)								1,247,679	I	See footnote ⁽²⁾
Common Stock (CMLS General Partner, LLC)								1,247,679	I	See footnote ⁽³⁾
Common Stock (LPE II Co-Investors, LLC)								27,293	I	See footnote ⁽⁴⁾
Common Stock (Lynx II GP, L.P.)								289,779	I	See footnote ⁽⁵⁾
Common Stock (LPE II, LLC)								289,779	I	See footnote ⁽⁶⁾

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 (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)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

1. Name and Address of Reporting Person^*

CM Equity Partners, L.P.

(Last)

(First)

(Middle)

900 THIRD AVENUE, 33RD FLOOR

(Street)

NEW YORK

10022-4775

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

CMEP Co-Investment ICF, L.P.

(Last)

(First)

(Middle)

900 THIRD AVENUE, 33RD FLOOR

(Street)

NEW YORK

10022-4775

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

CM Equity Partners II, L.P.

(Last)

(First)

(Middle)

900 THIRD AVENUE, 33RD FLOOR

(Street)

NEW YORK

10022-4775

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

CM Equity Partners II Co-Investors, L.P.

(Last)

(First)

(Middle)

900 THIRD AVENUE, 33RD FLOOR

(Street)

NEW YORK

10022-4775

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

CMLS GP, L.P.

(Last)

(First)

(Middle)

900 THIRD AVENUE, 33RD FLOOR

(Street)

NEW YORK

10022-4775

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

CMLS General Partner, LLC

(Last)

(First)

(Middle)

900 THIRD AVENUE, 33RD FLOOR

(Street)

NEW YORK

10022-4775

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

LPE II Co-Investors, LLC

(Last)

(First)

(Middle)

900 THIRD AVENUE, 33RD FLOOR

(Street)

NEW YORK

10022-4775

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Lynx II GP, L.P.

(Last)

(First)

(Middle)

900 THIRD AVENUE, 33RD FLOOR

(Street)

NEW YORK

10022-4775

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

LPE II, LLC

(Last)

(First)

(Middle)

900 THIRD AVENUE, 33RD FLOOR

(Street)

NEW YORK

10022-4775

(City)

(State)

(Zip)

Explanation of Responses:

1. The reporting entity distributed the shares to its limited partners on a pro rata basis.

2. 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.

3. These shares represent shares indirectly owned by CMLS General Partner, LLC, which is the general partner of CMLS GP, L.P.

4. 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.

5. These shares represent shares indirectly owned by Lynx II GP, L.P., which is the general partner of CM Equity Partners II, L.P.

6. These shares represent shares indirectly owned by LPE II, LLC, which is the general partner of Lynx II GP, L.P.

	/s/ Joel R. Jacks	10/08/2009
	** 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.

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