SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Masutti Dario E

(Last)

(First)

(Middle)

141 DIANA DRIVE

(Street)

GLENFIELD, AUCKLAND

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ICO INC [ ICOC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Group President - Australasia

3. Date of Earliest Transaction (Month/Day/Year)
09/18/2008

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	09/18/2008		M⁽²⁾		7,500	A	$2.39	61,500⁽¹⁾	D
Common Stock	09/18/2008		S⁽³⁾		7,500	D	$6.396	54,000⁽¹⁾	D
Common Stock	09/19/2008		M⁽²⁾		19,998	A	$2.39	73,998⁽¹⁾	D
Common Stock	09/19/2008		S⁽³⁾		19,998	D	$6.3803	54,000⁽¹⁾	D
Common Stock	09/19/2008		M⁽²⁾		1,849	A	$2.45	55,849⁽¹⁾	D
Common Stock	09/19/2008		S⁽³⁾		1,849	D	$6.3803	54,000⁽¹⁾	D
Common Stock	09/19/2008		M⁽²⁾		7,100	A	$2.45	61,100⁽¹⁾	D
Common Stock	09/19/2008		S⁽³⁾		7,100	D	$6.368	54,000⁽¹⁾	D
Common Stock	09/19/2008		M⁽²⁾		3,051	A	$2.45	57,051⁽¹⁾	D
Common Stock	09/19/2008		S⁽³⁾		3,051	D	$6.3749	54,000⁽¹⁾	D
Common Stock	09/19/2008		M⁽²⁾		8,750	A	$4.79	62,750⁽¹⁾	D
Common Stock	09/19/2008		S⁽³⁾		8,750	D	$6.3749	54,000⁽¹⁾	D
Common Stock	09/19/2008		S⁽³⁾		30,000	D	$6.3749	24,000⁽¹⁾	D

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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option (Right to Buy)	$2.39	09/18/2008		M⁽²⁾		3,498		08/09/2005	08/09/2014	Common Stock	3,498	$0	0	D
Employee Stock Option (Right to Buy)	$2.39	09/18/2008		M⁽²⁾		4,002		08/09/2006	08/09/2014	Common Stock	4,002	$0	3,998	D
Employee Stock Option (Right to Buy) (Common Stock)	$2.39	09/19/2008		M⁽²⁾		3,998		08/09/2006	08/09/2014	Common Stock	3,998	$0	0	D
Employee Stock Option (Right to Buy) (Common Stock)	$2.39	09/19/2008		M⁽²⁾		8,000		08/09/2007	08/09/2014	Common Stock	8,000	$0	0	D
Employee Stock Option (Right to Buy) (Common Stock)	$2.39	09/19/2008		M⁽²⁾		8,000		08/09/2008	08/09/2014	Common Stock	80,000	$0	0	D
Employee Stock Option (Right to Buy) (Common Stock)	$2.45	09/19/2008		M⁽²⁾		1,849		05/25/2005	05/25/2015	Common Stock	1,849	$0	2,151	D
Employee Stock Option (Right to Buy) (Common Stock)	$2.45	09/19/2008		M⁽²⁾		2,151		05/25/2005	05/25/2015	Common Stock	2,151	$0	0	D
Employee Stock Option (Right to Buy) (Common Stock)	$2.45	09/19/2008		M⁽²⁾		4,000		05/25/2006	05/25/2015	Common Stock	4,000	$0	0	D
Employee Stock Option (Right to Buy) (Common Stock)	$2.45	09/19/2008		M⁽²⁾		949		05/25/2007	05/25/2015	Common Stock	949	$0	3,051	D
Employee Stock Option (Right to Buy) (Common Stock)	$2.45	09/19/2008		M⁽²⁾		3,051		05/25/2007	05/25/2015	Common Stock	3,051	$0	0	D
Employee Stock Option (Right to Buy) (Common Stock)	$4.79	09/19/2008		M⁽²⁾		8,750		06/15/2007	06/15/2013	Common Stock	8,750	$0	0	D

Explanation of Responses:

1. The total includes 24,000 restricted shares of common stock issued pursuant to the ICO, Inc. 2007 Equity Incentive Plan. All of these restricted shares will vest on August 13, 2010, subject to forfeiture prior to vesting in accordance with the terms of the Restricted Stock Agreement pursuant to which such restricted shares were granted.

2. The exercises reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on March 13, 2008 and amended September 11, 2008.

3. The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on March 13, 2008 and amended September 11, 2008.

Remarks:

	Dario E. Masutti	09/22/2008
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.