Edgar Filing: ICF International, Inc.

Ownership Submission

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, 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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Â SCHULTE PETER M

2. Date of Event Requiring Statement (Month/Day/Year)
09/27/2006

3. Issuer Name and Ticker or Trading Symbol
ICF International, Inc. [ICFI]

(Last)

(First)

(Middle)

900 THIRD AVENUE, 33RD FLOOR

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 Original Filed(Month/Day/Year)
09/27/2006

(Street)

NEW YORK,Â NYÂ 10022-4775

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

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⁾	Â
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⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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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 of Derivative Security: 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

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
SCHULTE PETER M 900 THIRD AVENUE, 33RD FLOOR NEW YORK,Â NYÂ 10022-4775	Â X	Â X	Â	Â
CM Equity Partners II, L.P. 900 THIRD AVENUE, 33RD FLOOR NEW YORK,Â NYÂ 10022-4775	Â	Â X	Â	Â
CMLS GP, L.P. 900 THIRD AVENUE, 33RD FLOOR NEW YORK,Â NYÂ 10022-4775	Â	Â X	Â	Â
CMLS General Partner, LLC 900 THIRD AVENUE, 33RD FLOOR NEW YORK,Â NYÂ 10022-4775	Â	Â X	Â	Â
Lynx II GP, L.P. 900 THIRD AVENUE, 33RD FLOOR NEW YORK,Â NYÂ 10022-4775	Â	Â X	Â	Â
JACKS JOEL R 900 THIRD AVENUE, 33RD FLOOR NEW YORK,Â NYÂ 10022-4775	Â X	Â X	Â	Â
LPE II, LLC 900 THIRD AVENUE, 33RD FLOOR NEW YORK,Â NYÂ 10022-4775	Â	Â X	Â	Â

Signatures

/s/ James J. Maiwurm, Attorney-in-Fact for Peter M. Schulte		10/02/2006
^**Signature of Reporting Person		Date
/s/ James J. Maiwurm, Attorney-in-Fact for Joel R. Jacks		10/02/2006
^**Signature of Reporting Person		Date
/s/ James J. Maiwurm, Attorney-in-Fact for CM Equity Partners II, L.P.		10/02/2006
^**Signature of Reporting Person		Date
/s/ James J. Maiwurm, Attorney-in-Fact for CMLS GP, L.P.		10/02/2006
^**Signature of Reporting Person		Date
/s/ James J. Maiwurm, Attorney-in-Fact for CMLS General Partner, LLC		10/02/2006
^**Signature of Reporting Person		Date
/s/ James J. Maiwurm, Attorney-in-Fact for Lynx II GP, L.P.		10/02/2006
^**Signature of Reporting Person		Date
/s/ James J. Maiwurm, Attorney-in-Fact for LPE II, LLC		10/02/2006
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(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.

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