Page 5 of 16 SEC Filing Introduction
This Amendment No. 5 to Schedule 13D (this Statement) relates to the beneficial ownership of Common Stock, $0.001 par value per share (the Shares) of ICF International, Inc., a Delawarecorporation (the Issuer). This Statement is being filed on behalf of the Reporting Persons and amends and supplements the Schedule 13D filed by the Reporting Persons dated October 11, 2013, as heretofore amended. Unless otherwise defined, all capitalized terms used herein shall have the respective meanings given such terms in the initial Schedule 13D.
Item 5.
Interest in Securities of the Issuer.
Items 5(a)-(c) are hereby amended and restated in their entirety as follows:
(a)
The Shares reported herein are held directly by Sagard. As of February 29, 2016, each Reporting Person beneficially owned 949,765 Shares, which represented 4.94% of the outstanding Shares, based upon 19,223,827 Shares outstanding on October 23, 2015, as reflected in the Issuers Form 10-Q filed October 30, 2015.
In accordance with Securities and Exchange Commission Release No. 34-39538 (January 12, 1998) (the Release) this filing reflects the securities beneficially owned by PCC and certain of its subsidiaries, including Sagard. The filing does not reflect securities beneficially owned, if any, by any subsidiaries of PCC whose ownership of securities is disaggregated from that of PCC in accordance with the Release.
The beneficial ownership reflected in the remainder of this Item 5, and in the cover pages, reflect beneficial ownership as of February 29, 2016.
(b)
Sole power to vote or direct the vote: 0
Shared power to vote or direct the vote: 949,765
Sole power to dispose or to direct the disposition: 0
Shared power to dispose or direct the disposition: 949,765
The power to vote or to direct the vote or to dispose or direct the disposition of the Shares reported herein is shared among the Reporting Persons.
(c)
The following transactions have been effected by Sagard over the last 60 days:
Trade Date
Price
Quantity
2/11/2016
$32.83
(300)
2/17/2016
$32.91
(9,750)
2/18/2016
$32.96
(5,900)
2/19/2016
$33.29
(3,800)
2/22/2016
$33.10
(14,200)
2/23/2016
$33.23
(47,000)
2/24/2016
$32.81
(5,625)
2/25/2016
$33.05
(22,395)
2/26/2016
$33.01
(144,700)
2/29/2016
$34.16
(5,400)
(d)
Not applicable.
(e)
This is an exit filing, which is being filed because, as of February 26, 2016, (i) the Reporting Persons beneficially owned 4.97% of the Shares (i.e., less than 5% of the outstanding Shares) and (ii) the
Follow Icf International Inc. (NASDAQ:ICFI)
Follow Icf International Inc. (NASDAQ:ICFI)
We may use your email to send marketing emails about our services. Click here to read our privacy policy.
Introduction
This Amendment No. 5 to Schedule 13D (this Statement) relates to the beneficial ownership of Common Stock, $0.001 par value per share (the Shares) of ICF International, Inc., a Delawarecorporation (the Issuer). This Statement is being filed on behalf of the Reporting Persons and amends and supplements the Schedule 13D filed by the Reporting Persons dated October 11, 2013, as heretofore amended. Unless otherwise defined, all capitalized terms used herein shall have the respective meanings given such terms in the initial Schedule 13D.
Item 5.
Interest in Securities of the Issuer.
Items 5(a)-(c) are hereby amended and restated in their entirety as follows:
(a)
The Shares reported herein are held directly by Sagard. As of February 29, 2016, each Reporting Person beneficially owned 949,765 Shares, which represented 4.94% of the outstanding Shares, based upon 19,223,827 Shares outstanding on October 23, 2015, as reflected in the Issuers Form 10-Q filed October 30, 2015.
In accordance with Securities and Exchange Commission Release No. 34-39538 (January 12, 1998) (the Release) this filing reflects the securities beneficially owned by PCC and certain of its subsidiaries, including Sagard. The filing does not reflect securities beneficially owned, if any, by any subsidiaries of PCC whose ownership of securities is disaggregated from that of PCC in accordance with the Release.
The beneficial ownership reflected in the remainder of this Item 5, and in the cover pages, reflect beneficial ownership as of February 29, 2016.
(b)
Sole power to vote or direct the vote: 0
Shared power to vote or direct the vote: 949,765
Sole power to dispose or to direct the disposition: 0
Shared power to dispose or direct the disposition: 949,765
The power to vote or to direct the vote or to dispose or direct the disposition of the Shares reported herein is shared among the Reporting Persons.
(c)
The following transactions have been effected by Sagard over the last 60 days:
| Trade Date | Price | Quantity | ||
| 2/11/2016 | $32.83 | (300) | ||
| 2/17/2016 | $32.91 | (9,750) | ||
| 2/18/2016 | $32.96 | (5,900) | ||
| 2/19/2016 | $33.29 | (3,800) | ||
| 2/22/2016 | $33.10 | (14,200) | ||
| 2/23/2016 | $33.23 | (47,000) | ||
| 2/24/2016 | $32.81 | (5,625) | ||
| 2/25/2016 | $33.05 | (22,395) | ||
| 2/26/2016 | $33.01 | (144,700) | ||
| 2/29/2016 | $34.16 | (5,400) |
(d)
Not applicable.
(e)
This is an exit filing, which is being filed because, as of February 26, 2016, (i) the Reporting Persons beneficially owned 4.97% of the Shares (i.e., less than 5% of the outstanding Shares) and (ii) the
