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Schedule 13G/A - Amendment No. 2

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13G/A

 

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

 

 

 

 

ICF International, Inc.

(Name of Issuer)

 

 

Common Stock, $0.001 par value

(Title of Class of Securities)

 

 

44925C 10 3

(CUSIP Number)

 

 

November 19, 2008

(Date of Event Which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨ Rule 13d-1(b)

¨ Rule 13d-1(c)

x Rule 13d-1(d)

 

 

*   The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 44925C 10 3

 

  1  

NAMES OF REPORTING PERSONS:

 

            Joel R. Jacks

 

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):

 

    
  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):

(a)  ¨

(b)  x

    
  3  

SEC USE ONLY:

 

    
  4  

CITIZENSHIP OR PLACE OF ORGANIZATION:

 

            USA

    

 

NUMBER OF  

SHARES  

BENEFICIALLY  

OWNED BY  

EACH  

REPORTING  

PERSON  

WITH  

 

  

  5    SOLE VOTING POWER:

 

                49,243

 

  6    SHARED VOTING POWER:

 

                5,786,891

 

  7    SOLE DISPOSITIVE POWER:

 

                49,243

 

  8    SHARED DISPOSITIVE POWER:

 

                5,786,891

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

 

            5,836,134

    
10  

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

 

 

  

¨

 

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):

 

            39.2%

    
12  

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

 

            IN

    

 

CUSIP No. 44925C 10 3

 

  1  

NAMES OF REPORTING PERSONS:

 

            Peter M. Schulte

 

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):

 

    
  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):

(a)  ¨

(b)  x

    
  3  

SEC USE ONLY:

 

    
  4  

CITIZENSHIP OR PLACE OF ORGANIZATION:

 

            USA

    

 

NUMBER OF  

SHARES  

BENEFICIALLY  

OWNED BY  

EACH  

REPORTING  

PERSON  

WITH  

 

  

  5    SOLE VOTING POWER:

 

                53,346

 

  6    SHARED VOTING POWER:

 

                5,786,891

 

  7    SOLE DISPOSITIVE POWER:

 

                53,346

 

  8    SHARED DISPOSITIVE POWER:

 

                5,786,891

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

 

            5,840,237

    
10  

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

 

 

  

¨

 

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):

 

            39.3%

    
12  

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

 

            IN

    

 

CUSIP No. 44925C 10 3

 

  1  

NAMES OF REPORTING PERSONS:

 

            Daniel Colon, Jr.

 

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):

 

    
  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):

(a)  ¨

(b)  x

    
  3  

SEC USE ONLY:

 

    
  4  

CITIZENSHIP OR PLACE OF ORGANIZATION:

 

            USA

    

 

NUMBER OF  

SHARES  

BENEFICIALLY  

OWNED BY  

EACH  

REPORTING  

PERSON  

WITH  

 

  

  5    SOLE VOTING POWER:

 

                1,962

 

  6    SHARED VOTING POWER:

 

 

  7    SOLE DISPOSITIVE POWER:

 

                1,962

 

  8    SHARED DISPOSITIVE POWER:

 

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

 

            1,962

    
10  

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

 

 

  

¨

 

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):

 

            *%

    
12  

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

 

            IN

    

 

 

* Less than 1.0%

 

CUSIP No. 44925C 10 3

 

  1  

NAMES OF REPORTING PERSONS:

 

            Wesley Gaus

 

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):

 

    
  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):

(a)  ¨

(b)  x

    
  3  

SEC USE ONLY:

 

    
  4  

CITIZENSHIP OR PLACE OF ORGANIZATION:

 

            USA

    

 

NUMBER OF  

SHARES  

BENEFICIALLY  

OWNED BY  

EACH  

REPORTING  

PERSON  

WITH  

 

  

  5    SOLE VOTING POWER:

 

                3,548

 

  6    SHARED VOTING POWER:

 

 

  7    SOLE DISPOSITIVE POWER:

 

                3,548

 

  8    SHARED DISPOSITIVE POWER:

 

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

 

            3,548

    
10  

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

 

 

  

¨

 

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):

 

            *%

    
12  

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

 

            IN

    

 

 

* Less than 1.0%

 

 

CUSIP No. 44925C 10 3

 

  1  

NAMES OF REPORTING PERSONS:

 

            CM Equity Partners, L.P.

 

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):

 

    
  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):

(a)  ¨

(b)  x

    
  3  

SEC USE ONLY:

 

    
  4  

CITIZENSHIP OR PLACE OF ORGANIZATION:

 

            USA

    

 

NUMBER OF  

SHARES  

BENEFICIALLY  

OWNED BY  

EACH  

REPORTING  

PERSON  

WITH  

 

  

  5    SOLE VOTING POWER:

 

 

  6    SHARED VOTING POWER:

 

                2,108,994

 

  7    SOLE DISPOSITIVE POWER:

 

 

  8    SHARED DISPOSITIVE POWER:

 

                2,108,994

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

 

            2,108,994

    
10  

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

 

 

  

¨

 

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):

 

            14.2%

    
12  

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

 

            PN

    

 

CUSIP No. 44925C 10 3

 

  1  

NAMES OF REPORTING PERSONS:

 

            CMEP Co-Investment ICF, L.P.

 

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):

 

    
  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):

(a)  ¨

(b)  x

    
  3  

SEC USE ONLY:

 

    
  4  

CITIZENSHIP OR PLACE OF ORGANIZATION:

 

            USA

    

 

NUMBER OF  

SHARES  

BENEFICIALLY  

OWNED BY  

EACH  

REPORTING  

PERSON  

WITH  

 

  

  5    SOLE VOTING POWER:

 

 

  6    SHARED VOTING POWER:

 

                2,505,269

 

  7    SOLE DISPOSITIVE POWER:

 

 

  8    SHARED DISPOSITIVE POWER:

 

                2,505,269

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

 

            2,505,269

    
10  

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

 

 

  

¨

 

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):

 

            16.8%

    
12  

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

 

            PN

    

 

CUSIP No. 44925C 10 3

 

  1  

NAMES OF REPORTING PERSONS:

 

            CM Equity Partners II, L.P.

 

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):

 

    
  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):

(a)  ¨

(b)  x

    
  3  

SEC USE ONLY:

 

    
  4  

CITIZENSHIP OR PLACE OF ORGANIZATION:

 

            USA

    

 

NUMBER OF  

SHARES  

BENEFICIALLY  

OWNED BY  

EACH  

REPORTING  

PERSON  

WITH  

 

  

  5    SOLE VOTING POWER:

 

 

  6    SHARED VOTING POWER:

 

                1,071,682

 

  7    SOLE DISPOSITIVE POWER:

 

 

  8    SHARED DISPOSITIVE POWER:

 

                1,071,682

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

 

            1,071,682

    
10  

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

 

 

  

¨

 

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):

 

            7.2%

    
12  

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

 

            PN

    

 

CUSIP No. 44925C 10 3

 

  1  

NAMES OF REPORTING PERSONS:

 

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

 

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):

 

    
  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):

(a)  ¨

(b)  x

    
  3  

SEC USE ONLY:

 

    
  4  

CITIZENSHIP OR PLACE OF ORGANIZATION:

 

            USA

    

 

NUMBER OF  

SHARES  

BENEFICIALLY  

OWNED BY  

EACH  

REPORTING  

PERSON  

WITH  

 

  

  5    SOLE VOTING POWER:

 

 

  6    SHARED VOTING POWER:

 

                100,946

 

  7    SOLE DISPOSITIVE POWER:

 

 

  8    SHARED DISPOSITIVE POWER:

 

                100,946

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

 

            100,946

    
10  

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

 

 

  

¨

 

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):

 

            0.7%

    
12  

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

 

            PN

    

 

CUSIP No. 44925C 10 3

 

  1  

NAMES OF REPORTING PERSONS:

 

            CMLS GP, L.P.

 

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):

 

    
  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):

(a)  ¨

(b)  x

    
  3  

SEC USE ONLY:

 

    
  4  

CITIZENSHIP OR PLACE OF ORGANIZATION:

 

            USA

    

 

NUMBER OF  

SHARES  

BENEFICIALLY  

OWNED BY  

EACH  

REPORTING  

PERSON  

WITH  

 

  

  5    SOLE VOTING POWER:

 

 

  6    SHARED VOTING POWER:

 

                4,614,263

 

  7    SOLE DISPOSITIVE POWER:

 

 

  8    SHARED DISPOSITIVE POWER:

 

                4,614,263

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

 

            4,614,263

    
10  

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

 

 

  

¨

 

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):

 

            31.0%

    
12  

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

 

            PN

    

 

CUSIP No. 44925C 10 3

 

  1  

NAMES OF REPORTING PERSONS:

 

            CMLS General Partner, LLC

 

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):

 

    
  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):

(a)  ¨

(b)  x

    
  3  

SEC USE ONLY:

 

    
  4  

CITIZENSHIP OR PLACE OF ORGANIZATION:

 

            USA

    

 

NUMBER OF  

SHARES  

BENEFICIALLY  

OWNED BY  

EACH  

REPORTING  

PERSON  

WITH  

 

  

  5    SOLE VOTING POWER:

 

 

  6    SHARED VOTING POWER:

 

                4,614,263

 

  7    SOLE DISPOSITIVE POWER:

 

 

  8    SHARED DISPOSITIVE POWER:

 

                4,614,263

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

 

            4,614,263

    
10  

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

 

 

  

¨

 

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):

 

            31.0%

    
12  

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

 

            PN

    

 

CUSIP No. 44925C 10 3

 

  1  

NAMES OF REPORTING PERSONS:

 

            Lynx II GP, L.P.

 

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):

 

    
  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):

(a)  ¨

(b)  x

    
  3  

SEC USE ONLY:

 

    
  4  

CITIZENSHIP OR PLACE OF ORGANIZATION:

 

            USA

    

 

NUMBER OF  

SHARES  

BENEFICIALLY  

OWNED BY  

EACH  

REPORTING  

PERSON  

WITH  

 

  

  5    SOLE VOTING POWER:

 

 

  6    SHARED VOTING POWER:

 

                1,071,682

 

  7    SOLE DISPOSITIVE POWER:

 

 

  8    SHARED DISPOSITIVE POWER:

 

                1,071,682

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

 

            1,071,682

    
10  

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

 

 

  

¨

 

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):

 

            7.2%

    
12  

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

 

            PN

    

 

CUSIP No. 44925C 10 3

 

  1  

NAMES OF REPORTING PERSONS:

 

            LPE II, LLC

 

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):

 

    
  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):

(a)  ¨

(b)  x

    
  3  

SEC USE ONLY:

 

    
  4  

CITIZENSHIP OR PLACE OF ORGANIZATION:

 

            USA

    

 

NUMBER OF  

SHARES  

BENEFICIALLY  

OWNED BY  

EACH  

REPORTING  

PERSON  

WITH  

 

  

  5    SOLE VOTING POWER:

 

 

  6    SHARED VOTING POWER:

 

                1,071,682

 

  7    SOLE DISPOSITIVE POWER:

 

 

  8    SHARED DISPOSITIVE POWER:

 

                1,071,682

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

 

            1,071,682

    
10  

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

 

 

  

¨

 

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):

 

            7.2%

    
12  

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

 

            PN

    

 

CUSIP No. 44925C 10 3

 

  1  

NAMES OF REPORTING PERSONS:

 

            LPE II Co-Investors, LLC

 

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):

 

    
  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):

(a)  ¨

(b)  x

    
  3  

SEC USE ONLY:

 

    
  4  

CITIZENSHIP OR PLACE OF ORGANIZATION:

 

            USA

    

 

NUMBER OF  

SHARES  

BENEFICIALLY  

OWNED BY  

EACH  

REPORTING  

PERSON  

WITH  

 

  

  5    SOLE VOTING POWER:

 

 

  6    SHARED VOTING POWER:

 

                100,946

 

  7    SOLE DISPOSITIVE POWER:

 

 

  8    SHARED DISPOSITIVE POWER:

 

                100,946

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

 

            100,946

    
10  

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

 

 

  

¨

 

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):

 

            0.7%

    
12  

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

 

            PN

    

 

Item 1.    
(a)     Name of Issuer
    ICF International, Inc.
(b)     Address of Issuer’s Principal Executive Offices
    9300 Lee Highway
    Fairfax, Virginia 22031
Item 2.    
(a)     Name of Person Filing
    This Schedule 13G/A is filed on behalf of each the following persons pursuant to Rule 13d-1(k) promulgated by the Securities and Exchange Commission pursuant to Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”):
    Joel R. Jacks (“Jacks”),
    Peter M. Schulte (“Schulte”),
    Daniel Colon, Jr. (“Colon”),
    Wesley Gaus (“Gaus”),
    CM Equity Partners, L.P.,
    CMEP Co-Investment ICF, L.P.,
    CM Equity Partners II, L.P.,
    CM Equity Partners II Co-Investors, L.P.,
    CMLS GP, L.P.,
    CMLS General Partner, LLC,
    Lynx II GP, L.P.,
    LPE II, LLC and
    LPE II Co-Investors, LLC.
    (collectively, the “Reporting Persons”).
    The Reporting Persons may be deemed to constitute a “group” for purposes of Section 13(d)(3) of the Exchange Act. The Reporting Persons expressly disclaim that they have agreed to act as a group other than as described in this statement. Jacks and Schulte expressly disclaim beneficial ownership of securities not held directly except to the extent of their respective pecuniary interests therein.
(b)     Address of Principal Business Office or, if none, Residence
    The business address of each Reporting Person is 900 Third Avenue, 33rd Floor, New York, NY 10022.
(c)     Citizenship
    Each of Jacks, Schulte, Colon and Gaus is a citizen of the United States. Each of CM Equity Partners, L.P., CMEP Co-Investment ICF, L.P., CM Equity Partners II, L.P., CM Equity Partners II Co-Investors, L.P., CMLS GP, L.P. and Lynx II GP, L.P. is a Delaware limited partnership. Each of CMLS General Partner, LLC, LPE II, LLC and LPE II Co-Investors, LLC is a Delaware limited liability company.

(d)   Title of Class of Securities
  Common Stock, $0.001 par value per share (“Common Stock”).
(e)   CUSIP Number
  44925C 10 3
Item 3.   If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
  NOT APPLICABLE
(a)  

¨   

   Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
(b)  

¨   

   Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
(c)  

¨   

   Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
(d)  

¨   

   Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
(e)  

¨   

   An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
(f)  

¨   

   An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
(g)  

¨   

   A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)  

¨   

   A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)  

¨   

   A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)  

¨   

   Group, in accordance with §240.13d-1(b)(1)(ii)(J).
Item 4.   Ownership.
    The responses of each of the Reporting Persons with respect to rows 5, 6, 7, 8, 9 and 11 of the cover pages to this Schedule 13G/A are incorporated herein by reference. The percent of the Common Stock shown as beneficially owned by each Reporting Person is based on the 14,877,813 shares of Common Stock outstanding on November 1, 2008 reported on Issuer’s Form 10-Q for the quarterly period ended September 30, 2008.
    Each of CM Equity Partners, L.P., CMEP Co-Investment ICF, L.P., CM Equity Partners II, L.P. and CM Equity Partners II Co-Investors, L.P. is the record holder of the shares of Common Stock set forth on this Schedule 13G/A as beneficially owned by them. CMLS GP, L.P. is the general partner of CM Equity Partners, L.P. and CMEP Co-Investment ICF, L.P. and may be deemed to be the beneficial owner of the shares beneficially owned by them, but is not the record holder of any shares of Common Stock. CMLS General Partner, LLC is the general partner of CMLS GP, L.P. and may be deemed to be the beneficial owner of the shares beneficially owned by it, but is not the record holder of any shares of Common Stock. Lynx II GP, L.P. is the general partner of CM Equity Partners II, L.P. and may be deemed to be the beneficial owner of the shares beneficially owned by it, but is not the record holder of any shares of Common Stock. LPE II, LLC is the general partner of Lynx II GP, L.P. and may be deemed to be the beneficial owner of the shares beneficially owned by it, but is not the record holder of any shares of Common Stock. Jacks and Schulte are the managing members of CMLS General Partner, LLC, LPE II,

    LLC and LPE II Co-Investors, LLC and may be deemed to be the beneficial owner of the shares beneficially owned by such entities, but are the record holders and hold sole voting and dispositive power, as individuals, of only 49,243 shares of Common Stock and 53,346 shares of Common Stock, respectively. In addition to being limited partners of CM Equity Partners, L.P., CMEP Co-Investment ICF, L.P., CM Equity Partners II, L.P. and CM Equity Partners II Co-Investors, L.P., Colon and Gaus work directly with portfolio companies of such partnerships. As such, Colon’s and Gaus’ direct holdings are included for purposes of this group disclosure.
Item 5.     Ownership of Five Percent or Less of a Class.
    Not applicable.
Item 6.     Ownership of More than Five Percent on Behalf of Another Person.
    Not applicable.
Item 7.     Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.
    Not applicable.
Item 8.     Identification and Classification of Members of the Group.
    Not applicable.
Item 9.     Notice of Dissolution of Group.
    Not applicable.
Item 10.     Certification.
    Not applicable.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: November 24, 2008

 

JOEL R. JACKS
By:  

/s/ Joel. R. Jacks

Name:   Joel. R. Jacks
PETER M. SCHULTE
By:  

/s/ Peter M. Schulte

Name:   Peter M. Schulte
DANIEL COLON, JR.
By:  

/s/ Daniel Colon, Jr.

Name:   Daniel Colon, Jr.
WESLEY GAUS
By:  

/s/ Wesley Gaus

Name:   Wesley Gaus
CM EQUITY PARTNERS, L.P.
By:   CMLS GP, L.P.
  its general partner
  By:     CMLS General Partner, LLC,
      its general partner
By:  

/s/ Peter M. Schulte

  Peter M. Schulte, Managing Member
CMEP CO-INVESTMENT ICF, L.P.
By:   CMLS GP, L.P.
 

its general partner

  By:     CMLS General Partner, LLC,
      its general partner
By:  

/s/ Peter M. Schulte

  Peter M. Schulte, Managing Member
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

CM EQUITY PARTNERS II

CO-INVESTORS, L.P.

By:   LPE II CO-INVESTORS, LLC
  its general partner
By:  

/s/ Peter M. Schulte

  Peter M. Schulte, Managing Member
CMLS GP, L.P.
By:   CMLS General Partner, LLC,
  its general partner
By:  

/s/ Peter M. Schulte

  Peter M. Schulte, Managing Member
CMLS GENERAL PARTNER, LLC
By:  

/s/ Peter M. Schulte

  Peter M. Schulte, Managing Member
LYNX II GP, L.P.
By:   LPE II, LLC,
  its general partner
By:  

/s/ Peter M. Schulte

  Peter M. Schulte, Managing Member
LPE II, LLC
By:  

/s/ Peter M. Schulte

  Peter M. Schulte, Managing Member
LPE II CO-INVESTORS, LLC
By:  

/s/ Peter M. Schulte

  Peter M. Schulte, Managing Member

EXHIBIT INDEX

 

Exhibit
Number

  

Description

99.1   Joint Filing Agreement (incorporated by reference to Exhibit 99.1 to Schedule 13G/A filed January 31, 2008)
99.2   Joint Filing Agreement for Colon and Gaus
99.3   Joel R. Jacks Power of Attorney (incorporated by reference to Exhibit 99.2 to Schedule 13G filed February 13, 2007)
99.4   Peter M. Schulte Power of Attorney (incorporated by reference to Exhibit 99.3 to Schedule 13G filed February 13, 2007)
99.5   CM Equity Partners, L.P. Power of Attorney (incorporated by reference to Exhibit 99.4 to Schedule 13G filed February 13, 2007)
99.6   CMEP Co-Investment ICF, L.P. Power of Attorney (incorporated by reference to Exhibit 99.5 to Schedule 13G filed February 13, 2007)
99.7   CM Equity Partners II, L.P. Power of Attorney (incorporated by reference to Exhibit 99.6 to Schedule 13G filed February 13, 2007)
99.8   CM Equity Partners II Co-Investors, L.P. Power of Attorney (incorporated by reference to Exhibit 99.7 to Schedule 13G filed February 13, 2007)
99.9   CMLS GP, L.P. Power of Attorney (incorporated by reference to Exhibit 99.8 to Schedule 13G filed February 13, 2007)
99.10   CMLS General Partner, LLC Power of Attorney (incorporated by reference to Exhibit 99.9 to Schedule 13G filed February 13, 2007)
99.11   Lynx II GP, L.P. Power of Attorney (incorporated by reference to Exhibit 99.10 to Schedule 13G filed February 13, 2007)
99.12   LPE II, LLC Power of Attorney (incorporated by reference to Exhibit 99.11 to Schedule 13G filed February 13, 2007)
99.13   LPE II Co-Investors, LLC Power of Attorney (incorporated by reference to Exhibit 99.12 to Schedule 13G filed February 13, 2007)
99.14   Daniel Colon, Jr. Power of Attorney
99.15   Wesley Gaus Power of Attorney
Exhibit 99.2

Exhibit 99.2

JOINT FILING AGREEMENT

Pursuant to Rule 13d-1(k)(1) under the Securities and Exchange Act of 1934, each of the undersigned hereby agrees that only one statement containing the information required by this Schedule 13G/A, and any further amendments to such Schedule 13G, need be filed with respect to the ownership by each of the undersigned of shares of stock of ICF International, Inc. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original.

 

Dated: November 24, 2008     DANIEL COLON, JR.
    By:   /s/ Daniel Colon, Jr.
    Name:   Daniel Colon, Jr.
    WESLEY GAUS
    By:   /s/ Wesley Gaus
    Name:   Wesley Gaus

 

Exhibit 99.14

Exhibit 99.14

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints each and any of Joel R. Jacks, Peter M. Schulte and James J. Maiwurm, his true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution, for him and in his name, place and stead, in any and all capacities (until revoked in writing) to:

1. Sign any and all instruments, certificates and documents appropriate or required to be executed on behalf of the undersigned pursuant to Sections 13 and 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any and all regulations promulgated thereunder, and to file the same, with all exhibits thereto, and any other documents in connection therewith, with the Securities and Exchange Commission (the “SEC”), and with any other entity when and if such is mandated by the Exchange Act or by the Bylaws of the National Association of Securities Dealers;

2. Prepare, execute, acknowledge, deliver and file a Form ID (including any amendments or authentications thereto) with respect to obtaining EDGAR codes, with the SEC;

3. Seek or obtain, as the representative of the undersigned and on behalf of the undersigned, information on transactions in ICF International, Inc.’s (the “Company”) 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 such attorneys-in-fact and the undersigned approves and ratifies any such release of information; and

4. Perform any and all other acts which in the discretion of such attorneys-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, such attorneys-in-fact to act in their discretion on information provided to such attorneys-in-fact without independent verification of such information;

2. Any documents prepared and/or executed by such attorneys-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 such attorneys-in-fact assumes (a) any liability for responsibility to comply with the requirements of the Exchange Act for the undersigned, (b) any liability for any failure to comply with such requirements for the undersigned, or (c) any obligation or liability for profit disgorgement under Section 16(b) of the Exchange Act for the undersigned; 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 Sections 13 and 16 of the Exchange Act.

The undersigned hereby gives and grants 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, with full power of substitution and revocation, hereby ratifying all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, of, for and on behalf of the undersigned, shall lawfully do or cause to be done by virtue of this 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 such attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 24th day of November 2008.

 

/s/ Daniel Colon, Jr.
Name: Daniel Colon, Jr.
Exhibit 99.15

Exhibit 99.15

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints each and any of Joel R. Jacks, Peter M. Schulte and James J. Maiwurm, his true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution, for him and in his name, place and stead, in any and all capacities (until revoked in writing) to:

1. Sign any and all instruments, certificates and documents appropriate or required to be executed on behalf of the undersigned pursuant to Sections 13 and 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any and all regulations promulgated thereunder, and to file the same, with all exhibits thereto, and any other documents in connection therewith, with the Securities and Exchange Commission (the “SEC”), and with any other entity when and if such is mandated by the Exchange Act or by the Bylaws of the National Association of Securities Dealers;

2. Prepare, execute, acknowledge, deliver and file a Form ID (including any amendments or authentications thereto) with respect to obtaining EDGAR codes, with the SEC;

3. Seek or obtain, as the representative of the undersigned and on behalf of the undersigned, information on transactions in ICF International, Inc.’s (the “Company”) 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 such attorneys-in-fact and the undersigned approves and ratifies any such release of information; and

4. Perform any and all other acts which in the discretion of such attorneys-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, such attorneys-in-fact to act in their discretion on information provided to such attorneys-in-fact without independent verification of such information;

2. Any documents prepared and/or executed by such attorneys-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 such attorneys-in-fact assumes (a) any liability for responsibility to comply with the requirements of the Exchange Act for the undersigned, (b) any liability for any failure to comply with such requirements for the undersigned, or (c) any obligation or liability for profit disgorgement under Section 16(b) of the Exchange Act for the undersigned; 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 Sections 13 and 16 of the Exchange Act.

The undersigned hereby gives and grants 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, with full power of substitution and revocation, hereby ratifying all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, of, for and on behalf of the undersigned, shall lawfully do or cause to be done by virtue of this 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 such attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 24th day of November 2008.

 

/s/ Wesley Gaus
Name: Wesley Gaus