UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
ICF International, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
44925C103
(CUSIP Number)
December 31, 2023
(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)
☐ 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 the disclosures provided in a prior cover page. |
The information required in 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. 44925C103
| 1 |
Names of Reporting Persons.
Silvercrest Asset Management Group LLC | |||||
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Citizenship or Place of Organization.
New York, United States of America | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With |
5 | Sole Voting Power
0 shares | ||||
| 6 | Shared Voting Power
933,523 shares
Refer to Item 4 below. | |||||
| 7 | Sole Dispositive Power
0 shares | |||||
| 8 | Shared Dispositive Power
933,523 shares
Refer to Item 4 below. | |||||
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
933,523 shares
Refer to Item 4 below. | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐
N/A | |||||
| 11 | Percent of Class Represented by Amount in Row (9)*
4.96%
Refer to Item 4 below. | |||||
| 12 | Type of Reporting Person (See Instructions)
IA, OO | |||||
CUSIP No. 44925C103
| 1 |
Names of Reporting Persons.
Silvercrest L.P. | |||||
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Citizenship or Place of Organization.
Delaware, United States of America | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With |
5 | Sole Voting Power
0 shares | ||||
| 6 | Shared Voting Power
933,523 shares
Refer to Item 4 below. | |||||
| 7 | Sole Dispositive Power
0 shares | |||||
| 8 | Shared Dispositive Power
933,523 shares
Refer to Item 4 below. | |||||
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
933,523 shares
Refer to Item 4 below. | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐
N/A | |||||
| 11 | Percent of Class Represented by Amount in Row (9)*
4.96%
Refer to Item 4 below. | |||||
| 12 | Type of Reporting Person (See Instructions)
HC, PN | |||||
CUSIP No. 44925C103
| 1 |
Names of Reporting Persons.
Silvercrest Asset Management Group Inc. | |||||
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Citizenship or Place of Organization.
Delaware, United States of America | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With |
5 | Sole Voting Power
0 shares | ||||
| 6 | Shared Voting Power
933,523 shares
Refer to Item 4 below. | |||||
| 7 | Sole Dispositive Power
0 shares | |||||
| 8 | Shared Dispositive Power
933,523 shares
Refer to Item 4 below. | |||||
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
933,523 shares
Refer to Item 4 below. | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐
N/A | |||||
| 11 | Percent of Class Represented by Amount in Row (9)*
4.96%
Refer to Item 4 below. | |||||
| 12 | Type of Reporting Person (See Instructions)
HC, CO | |||||
Item 1.
| (a) | Name of Issuer |
ICF International, Inc.
| (b) | Address of Issuer’s Principal Executive Offices |
1902 Reston Metro Plaza
Reston, Virginia 20190
| Item 2. | |
| (a) | Name of Person Filing |
Silvercrest Asset Management Group LLC
Silvercrest L.P.
Silvercrest Asset Management Group Inc.
| (b) | Address of Principal Business Office or, if none, Residence |
1330 Avenue of the Americas, 38th Floor
New York, NY 10019
| (c) | Citizenship |
Silvercrest Asset Management Group LLC—New York, United States of America
Silvercrest L.P.—Delaware, United States of America
Silvercrest Asset Management Group Inc.—Delaware, United States of America
| (d) | Title of Class of Securities |
Common Stock
| (e) | CUSIP Number |
44925C103
| 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: |
| (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; | ||
| (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 associations 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) | ☐ | A non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J); | ||
| (k) | ☐ | Group, in accordance with §240.13d-1(b)(1)(ii)(K). | ||
| Item 4. | Ownership*** |
As of December 31, 2023, Silvercrest Asset Management Group LLC (“SAMG LLC”) beneficially owned 933,523 shares of Common Stock, which is 4.96% of the Issuer’s outstanding Common Stock. The percentage herein is calculated based upon 18,816,914 shares of Common Stock issued and outstanding as of October 27, 2023, as reported in the Issuer’s Form 10-Q filed with the SEC on November 3, 2022.
| (a) | Amount Beneficially Owned |
Silvercrest Asset Management Group LLC - 933,523 shares
Silvercrest L.P. - 933,523 shares
Silvercrest Asset Management Group Inc. - 933,523 shares
| (b) | Percent of Class |
Silvercrest Asset Management Group LLC - 4.96%
Silvercrest L.P. - 4.96%
Silvercrest Asset Management Group Inc. - 4.96%
| (c) | Number of shares as to which such person has: |
| (i) | sole power to vote or to direct the vote |
Silvercrest Asset Management Group LLC - 0 shares
Silvercrest L.P. - 0 shares
Silvercrest Asset Management Group Inc. - 0 shares
| (ii) | shared power to vote or to direct the vote |
Silvercrest Asset Management Group LLC - 933,523 shares
Silvercrest L.P. - 933,523 shares
Silvercrest Asset Management Group Inc. - 933,523 shares
| (iii) | sole power to dispose or to direct the disposition of |
Silvercrest Asset Management Group LLC - 0 shares
Silvercrest L.P. - 0 shares
Silvercrest Asset Management Group Inc. - 0 shares
| (iv) | shared power to dispose or to direct the disposition of |
Silvercrest Asset Management Group LLC - 933,523 shares
Silvercrest L.P. - 933,523 shares
Silvercrest Asset Management Group Inc. - 933,523 shares
*** Shares reported herein represent shares held by investment advisory clients of SAMG LLC. Silvercrest L.P. is the sole member of SAMG LLC. Silvercrest Asset Management Group Inc. is the general partner of Silvercrest L.P. Each of the Reporting Persons disclaims beneficial ownership of the shares reported herein except to the extent of its pecuniary interest therein.
| Item 5. | Ownership of Five Percent or Less of a Class |
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☒.
| 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 |
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 |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11.
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.
February 14, 2024
| SILVERCREST ASSET MANAGEMENT GROUP LLC | ||
| By: | Silvercrest L.P., its sole member | |
| By: | /s/ David J. Campbell | |
| David J. Campbell | ||
| Secretary | ||
| SILVERCREST L.P. | ||
| By: | /s/ David J. Campbell | |
| David J. Campbell | ||
| Secretary | ||
| SILVERCREST ASSET MANAGEMENT GROUP INC. | ||
| By: | /s/ David J. Campbell | |
| David J. Campbell | ||
| General Counsel and Secretary | ||