Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN 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
OMB APPROVAL
OMB Number: 3235-0287
Expires: January 31, 2005
Estimated average burden hours per response... 0.5

(Print or Type Responses)
1. Name and Address of Reporting Person *
CM Equity Partners, L.P.
   2. Issuer Name and Ticker or Trading Symbol
ICF International, Inc. [ICFI] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) __X__ Other (specify below)
Member of Group 10% Owner
(Last)
(First)
(Middle)
900 THIRD AVENUE, 33RD FLOOR		 3. Date of Earliest Transaction (Month/Day/Year)
04/24/2009
(Street)

NEW YORK, NY 10022-4775		 4. If Amendment, Date Original Filed(Month/Day/Year)
 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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock (CM Equity Partners, L.P.)               2,108,994 D  
Common Stock (CM Equity Partners, L.P.) 04/24/2009   J(1)   421,799 D $ 0 1,687,195 D  
Common Stock (CMEP Co-Investment ICF, L.P.)               2,505,269 D  
Common Stock (CMEP Co-Investment ICF, L.P.) 04/24/2009   J(1)   501,056 D $ 0 2,004,213 D  
Common Stock (CM Equity Partners II, L.P.)               1,071,682 D  
Common Stock (CM Equity Partners II, L.P.) 04/24/2009   J(1)   214,336 D $ 0 857,346 D  
Common Stock (CM Equity Partners II Co-Investors, L.P.)               100,946 D  
Common Stock (CM Equity Partners II Co-Investors, L.P.) 04/24/2009   J(1)   20,196 D $ 0 80,750 D  
Common Stock (CMLS GP, L.P.)               3,691,408 I See footnote (2)
Common Stock (CMLS General Partner, LLC)               3,691,408 I See footnote (3)
Common Stock (LPE II Co-Investors, LLC)               80,750 I See footnote (4)
Common Stock (Lynx II GP, L.P.)               857,346 I See footnote (5)
Common Stock (LPE II, LLC)               857,346 I See footnote (6)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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 control number. SEC 1474 (9-02)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
CM Equity Partners, L.P.
900 THIRD AVENUE
33RD FLOOR
NEW YORK, NY 10022-4775		     X   Member of Group 10% Owner
CMEP Co-Investment ICF, L.P.
900 THIRD AVENUE
33RD FLOOR
NEW YORK, NY 10022-4775		       Member of Group 10% Owner
CM Equity Partners II, L.P.
900 THIRD AVENUE
33RD FLOOR
NEW YORK, NY 10022-4775		       Member of Group 10% Owner
CM Equity Partners II Co-Investors, L.P.
900 THIRD AVENUE
33RD FLOOR
NEW YORK, NY 10022-4775		       Member of Group 10% Owner
CMLS GP, L.P.
900 THIRD AVENUE
33RD FLOOR
NEW YORK, NY 10022-4775		       Member of Group 10% Owner
CMLS General Partner, LLC
900 THIRD AVENUE
33RD FLOOR
NEW YORK, NY 10022-4775		       Member of Group 10% Owner
LPE II Co-Investors, LLC
900 THIRD AVENUE
33RD FLOOR
NEW YORK, NY 10022-4775		       Member of Group 10% Owner
Lynx II GP, L.P.
900 THIRD AVENUE
33RD FLOOR
NEW YORK, NY 10022-4775		       Member of Group 10% Owner
LPE II, LLC
900 THIRD AVENUE
33RD FLOOR
NEW YORK, NY 10022-4775		       Member of Group 10% Owner

Signatures

 /s/ Joel R. Jacks   04/24/2009
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(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) The reporting entity distributed the shares to its limited partners on a pro rata basis.
(2) These shares represent 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.
(3) These shares represent shares indirectly owned by CMLS General Partner, LLC, which is the general partner of CMLS GP, L.P.
(4) These shares represent shares indirectly owned by LPE II Co-Investors, LLC, which is the general partner of CM Equity Partners II Co-Investors, L.P.
(5) These shares represent shares indirectly owned by Lynx II GP, L.P., which is the general partner of CM Equity Partners II, L.P.
(6) These shares represent shares indirectly owned by LPE II, LLC, which is the general partner of Lynx II GP, L.P.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.