SEC Form 4

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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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 NY 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 X 10% Owner Officer (give title below) X Other (specify below) Member of Group 10% Owner
	3. Date of Earliest Transaction (Month/Day/Year) 09/28/2006
	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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	09/28/2006		S		363,758	D	$12	2,636,242(1)	D
Common Stock	09/28/2006		S		432,107	D	$12	3,131,586(2)	D
Common Stock	09/28/2006		S		184,843	D	$12	1,339,603(3)	D
Common Stock	09/28/2006		S		17,411	D	$12	126,182(4)	D
Common Stock	09/28/2006		S		795,865	D	$12	5,767,828(5)	I	See Footnote(5)
Common Stock	09/28/2006		S		795,865	D	$12	5,767,828(6)	I	See Footnote(6)
Common Stock	09/28/2006		S		17,411	D	$12	126,182(7)	I	See Footnote(7)
Common Stock	09/28/2006		S		184,843	D	$12	1,339,603(8)	I	See Footnote(8)
Common Stock	09/28/2006		S		184,843	D	$12	1,339,603(9)	I	See Footnote(9)

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 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

1. Name and Address of Reporting Person* CM Equity Partners, L.P. (Last) (First) (Middle) 900 THIRD AVENUE, 33RD FLOOR (Street) NEW YORK NY 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 NY 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 NY 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 NY 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 NY 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 NY 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 NY 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 NY 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 NY 10022-4775 (City) (State) (Zip)

Explanation of Responses:

1. These shares represent the remaining shares owned directly by CM Equity Partners, L.P., which sold 363,758 shares in Issuer's initial public offering.

2. These shares represent the remaining shares owned directly by CMEP Co-Investment ICF, L.P., which sold 432,107 shares in Issuer's initial public offering.

3. These shares represent the remaining shares owned directly by CM Equity Partners II, L.P., which sold 184,843 shares in Issuer's initial public offering.

4. These shares represent the remaining shares owned directly by CM Equity Partners II Co-Investors, L.P., which sold 17,411 shares in Issuer's initial public offering.

5. These shares represent the remaining 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.

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

7. These shares represent the remaining shares indirectly owned by LPE II Co-Investors, LLC, which is the general partner of CM Equity Partners II Co-Investors, L.P.

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

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

	/s/ James J. Maiwurm, Attorney-in-Fact for CM Equity Partners, L.P.	10/02/2006
	/s/ James J. Maiwurm, Attorney-in-Fact for CMEP Co-Investment ICF, L.P.	10/02/2006
	/s/ James J. Maiwurm, Attorney-in-Fact for CM Equity Partners II, L.P.	10/02/2006
	/s/ James J. Maiwurm, Attorney-in-Fact for CM Equity Partners II Co-Investors, L.P.	10/02/2006
	/s/ James J. Maiwurm, Attorney-in-Fact for CMLS GP, L.P.	10/02/2006
	/s/ James J. Maiwurm, Attorney-in-Fact for CMLS General Partner, LLC	10/02/2006
	/s/ James J. Maiwurm, Attorney-in-Fact for LPE II Co-Investors, LLC	10/02/2006
	/s/ James J. Maiwurm, Attorney-in-Fact for Lynx II GP, L.P.	10/02/2006
	/s/ James J. Maiwurm, Attorney-in-Fact for LPE II, LLC	10/02/2006
	** 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).
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