SEC FORM 3/A SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person*
SCHULTE PETER M

(Last) (First) (Middle)
900 THIRD AVENUE, 33RD FLOOR

(Street)
NEW YORK NY 10022-4775

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
09/27/2006
3. Issuer Name and Ticker or Trading Symbol
ICF International, Inc. [ ICFI ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
09/27/2006
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 Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock 1,524,446(1) D(2)
Common Stock 6,563,693(3) I See Footnote(4)
Common Stock 6,563,693(5) I See Footnote(6)
Common Stock 1,524,446(7) I See Footnote(8)
Common Stock 1,524,446(9) I See Footnote(10)
Common Stock 8,231,732(11) I See Footnote(12)
Common Stock 8,231,732(11) I See Footnote(12)
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 Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
SCHULTE PETER M

(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)
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*
JACKS JOEL R

(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)
Explanation of Responses:
1. These shares are revised to reflect intermediary entities that may be deemed to have beneficial ownership.
2. These shares represent the shares directly owned by CM Equity Partners, II L.P.
3. These shares are revised to reflect intermediary entities that may be deemed to have beneficial ownership.
4. These shares represent the 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.
5. These shares are revised to reflect intermediary entities that may be deemed to have beneficial ownership.
6. These shares represent the shares indirectly owned by CMLS General Partner, LLC, which is the general partner of CMLS GP, L.P.
7. These shares are added to reflect intermediary entities that may be deemed to have beneficial ownership.
8. These shares represent the shares indirectly owned by Lynx II GP, L.P., which is the general partner of CM Equity Partners II, L.P.
9. These shares are added to reflect intermediary entities that may be deemed to have beneficial ownership.
10. These shares represent the shares indirectly owned by LPE II, LLC, which is the general partner of Lynx II GP, L.P.
11. The explanation is revised to include intermediary entities that may be deemed to have beneficial ownership.
12. Directors Peter M. Schulte and Joel R. Jacks are the managing members of CMLS General Partner, LLC, LPE II Co-Investors, LLC and LPE II, LLC. Messrs. Schulte and Jacks disclaim beneficial ownership of the shares of the Issuer's common stock beneficially owned by each of CMLS General Partner, LLC, LPE II Co-Investors, LLC and LPE II, LLC except to the extent of their respective pecuniary interests therein.
/s/ James J. Maiwurm, Attorney-in-Fact for Peter M. Schulte 10/02/2006
/s/ James J. Maiwurm, Attorney-in-Fact for Joel R. Jacks 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 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 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 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.
rrd115769_130130.html
                                                                      Exhibit 24

                             ICF INTERNATIONAL, INC.
                          LIMITED POWER OF ATTORNEY FOR
                        SECTION 16 REPORTING OBLIGATIONS

        Know all by these presents, that the undersigned hereby makes,
constitutes and appoints each of Sudhakar Kesavan, Alan Stewart, Terrance
McGovern and James Maiwurm, each acting individually, as the undersigned's true
and lawful attorney-in-fact, with full power and authority as hereinafter
described on behalf of and in the name, place and stead of the undersigned to:

        (1)     prepare, execute, acknowledge, deliver and file Forms 3, 4, and
5 (including any amendments thereto) with respect to the securities of ICF
International, Inc., a Delaware corporation (the "Company"), with the United
States Securities and Exchange Commission, any national securities exchanges or
automated trading systems, and the Company, as considered necessary or advisable
under Section 16(a) of the Securities Exchange Act of 1934 and the rules and
regulations promulgated thereunder, as amended from time to time (the "Exchange
Act");

        (2)     seek or obtain, as the undersigned's representative and on the
undersigned's behalf, information on transactions in the Company's securities
from any third party, including brokers, employee benefit
 plan administrators
and trustees, and the undersigned hereby authorizes any such person to release
any such information to the undersigned and approves and ratifies any such
release of information; and

        (3)     perform any and all other acts which in the discretion of such
attorney-in-fact are necessary or desirable for and on behalf of the undersigned
in connection with the foregoing.

        The undersigned acknowledges that:

        (1)     this Power of Attorney authorizes, but does not require, each
such attorney-in-fact to act in their discretion on information provided to such
attorney-in-fact without independent verification of such information;

        (2)     any documents prepared and/or executed by either such
attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney
will be in such form and will contain such information and disclosure as such
attorney-in-fact, in his or her discretion, deems necessary or desirable;

        (3)     neither the Company nor either of such attorneys-in-fact assumes
(i) any liability for the undersigned's responsibility to comply with the
requirement of the Exchange Act, (ii) any liability of the undersigned for any
failure to comply with such requirements, or (iii) any obligation or liability
of the undersigned for profit disgorgement under Section 16(b) of the Exchange
Act; and

        (4)     this Power of Attorney does not relieve the undersigned from
responsibility for compliance with the undersigned's obligations under the
Exchange Act, including, without limitation, the reporting requirements under
Section 16 of the Exchange Act.

        The undersigned hereby gives and grants each of the foregoing
attorneys-in-fact full power and authority to do and perform all and every act
and thing whatsoever requisite, necessary or appropriate to be done in and about
the foregoing matters as fully to all intents and purposes as the undersigned
might or could do if present, hereby ratifying all that each such
attorney-in-fact of, for and on behalf of the undersigned, shall lawfully do or
cause to be done by virtue of this Limited Power of Attorney.

        This Power of Attorney shall remain in full force and effect until
revoked by the undersigned in a signed writing delivered to each such
attorney-in-fact.

        IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of this 2nd day of October, 2006.

                                        LPE II, LLC

                                        By: /s/ Peter M. Schulte
                                            ------------------------------------
                                            Peter M. Schulte, Managing Member

rrd115769_130131.html
                                                                      Exhibit 24

                             ICF INTERNATIONAL, INC.
                          LIMITED POWER OF ATTORNEY FOR
                        SECTION 16 REPORTING OBLIGATIONS

         Know all by these presents, that the undersigned hereby makes,
constitutes and appoints each of Sudhakar Kesavan, Alan Stewart, Terrance
McGovern and James Maiwurm, each acting individually, as the undersigned's true
and lawful attorney-in-fact, with full power and authority as hereinafter
described on behalf of and in the name, place and stead of the undersigned to:

        (1)     prepare, execute, acknowledge, deliver and file Forms 3, 4, and
5 (including any amendments thereto) with respect to the securities of ICF
International, Inc., a Delaware corporation (the "Company"), with the United
States Securities and Exchange Commission, any national securities exchanges or
automated trading systems, and the Company, as considered necessary or advisable
under Section 16(a) of the Securities Exchange Act of 1934 and the rules and
regulations promulgated thereunder, as amended from time to time (the "Exchange
Act");

        (2)     seek or obtain, as the undersigned's representative and on the
undersigned's behalf, information on transactions in the Company's securities
from any third party, including brokers, employee benefit
 plan administrators
and trustees, and the undersigned hereby authorizes any such person to release
any such information to the undersigned and approves and ratifies any such
release of information; and

        (3)     perform any and all other acts which in the discretion of such
attorney-in-fact are necessary or desirable for and on behalf of the undersigned
in connection with the foregoing.

        The undersigned acknowledges that:

        (1)     this Power of Attorney authorizes, but does not require, each
such attorney-in-fact to act in their discretion on information provided to such
attorney-in-fact without independent verification of such information;

        (2)     any documents prepared and/or executed by either such
attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney
will be in such form and will contain such information and disclosure as such
attorney-in-fact, in his or her discretion, deems necessary or desirable;

        (3)     neither the Company nor either of such attorneys-in-fact assumes
(i) any liability for the undersigned's responsibility to comply with the
requirement of the Exchange Act, (ii) any liability of the undersigned for any
failure to comply with such requirements, or (iii) any obligation or liability
of the undersigned for profit disgorgement under Section 16(b) of the Exchange
Act; and

        (4)     this Power of Attorney does not relieve the undersigned from
responsibility for compliance with the undersigned's obligations under the
Exchange Act, including, without limitation, the reporting requirements under
Section 16 of the Exchange Act.

        The undersigned hereby gives and grants each of the foregoing
attorneys-in-fact full power and authority to do and perform all and every act
and thing whatsoever requisite, necessary or appropriate to be done in and about
the foregoing matters as fully to all intents and purposes as the undersigned
might or could do if present, hereby ratifying all that each such
attorney-in-fact of, for and on behalf of the undersigned, shall lawfully do or
cause to be done by virtue of this Limited Power of Attorney.

        This Power of Attorney shall remain in full force and effect until
revoked by the undersigned in a signed writing delivered to each such
attorney-in-fact.

        IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of this 2nd day of October, 2006.

                                        CM EQUITY PARTNERS II, L.P.
                                        By: Lynx II GP, L.P.
                                            its general partner

                                        By: LPE II, LLC,
                                            its general partner


                                        By: /s/ Peter M. Schulte
                                        ----------------------------------------
                                        Peter M. Schulte, Managing Member



rrd115769_130132.html
                                                                      Exhibit 24

                             ICF INTERNATIONAL, INC.
                          LIMITED POWER OF ATTORNEY FOR
                        SECTION 16 REPORTING OBLIGATIONS

        Know all by these presents, that the undersigned hereby makes,
constitutes and appoints each of Sudhakar Kesavan, Alan Stewart, Terrance
McGovern and James Maiwurm, each acting individually, as the undersigned's true
and lawful attorney-in-fact, with full power and authority as hereinafter
described on behalf of and in the name, place and stead of the undersigned to:

        (1)     prepare, execute, acknowledge, deliver and file Forms 3, 4, and
5 (including any amendments thereto) with respect to the securities of ICF
International, Inc., a Delaware corporation (the "Company"), with the United
States Securities and Exchange Commission, any national securities exchanges or
automated trading systems, and the Company, as considered necessary or advisable
under Section 16(a) of the Securities Exchange Act of 1934 and the rules and
regulations promulgated thereunder, as amended from time to time (the "Exchange
Act");

        (2)     seek or obtain, as the undersigned's representative and on the
undersigned's behalf, information on transactions in the Company's securities
from any third party, including brokers, employee benefit
 plan administrators
and trustees, and the undersigned hereby authorizes any such person to release
any such information to the undersigned and approves and ratifies any such
release of information; and

        (3)     perform any and all other acts which in the discretion of such
attorney-in-fact are necessary or desirable for and on behalf of the undersigned
in connection with the foregoing.

         The undersigned acknowledges that:

        (1)     this Power of Attorney authorizes, but does not require, each
such attorney-in-fact to act in their discretion on information provided to such
attorney-in-fact without independent verification of such information;

        (2)     any documents prepared and/or executed by either such
attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney
will be in such form and will contain such information and disclosure as such
attorney-in-fact, in his or her discretion, deems necessary or desirable;

        (3)     neither the Company nor either of such attorneys-in-fact assumes
(i) any liability for the undersigned's responsibility to comply with the
requirement of the Exchange Act, (ii) any liability of the undersigned for any
failure to comply with such requirements, or (iii) any obligation or liability
of the undersigned for profit disgorgement under Section 16(b) of the Exchange
Act; and

        (4)     this Power of Attorney does not relieve the undersigned from
responsibility for compliance with the undersigned's obligations under the
Exchange Act, including, without limitation, the reporting requirements under
Section 16 of the Exchange Act.

        The undersigned hereby gives and grants each of the foregoing
attorneys-in-fact full power and authority to do and perform all and every act
and thing whatsoever requisite, necessary or appropriate to be done in and about
the foregoing matters as fully to all intents and purposes as the undersigned
might or could do if present, hereby ratifying all that each such
attorney-in-fact of, for and on behalf of the undersigned, shall lawfully do or
cause to be done by virtue of this Limited Power of Attorney.

        This Power of Attorney shall remain in full force and effect until
revoked by the undersigned in a signed writing delivered to each such
attorney-in-fact.

        IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of this 2nd day of October, 2006.

                                        Lynx II GP, L.P.

                                        By: LPE II, LLC,
                                            its general partner

                                        By: /s/ Peter M. Schulte
                                            -----------------------------------
                                            Peter M. Schulte, Managing Member