FAIR ISAAC CORP — Director's Dealing 2012

Aug 28, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FAIR ISAAC CORP (FICO)
CIK: 0000814547
Period of Report: 2012-08-24

Reporting Person: DEAL RICHARD (Sr. Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-08-24	Common Stock	M	1875	—	Acquired	20696	Direct
2012-08-24	Common Stock	F	800	$43.54	Disposed	19896	Direct
2012-08-28	Common Stock	M	6447	$28.75	Acquired	26343	Direct
2012-08-28	Common Stock	M	17254	$32.01	Acquired	43597	Direct
2012-08-28	Common Stock	S	23701	$44.06	Disposed	19896	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-08-24	Restricted Stock Units	$	M	1875	Disposed		Common Stock (1875)	Direct
2012-08-28	Non-Qualified Stock Option (right to buy)	$28.75	M	6447	Disposed	2014-08-01	Common Stock (6447)	Direct
2012-08-28	Non Qualified Stock Option (right to buy)	$32.01	M	17254	Disposed	2014-11-14	Common Stock (17254)	Direct

Footnotes

F1: Each restricted stock unit represents a right to receive one share of Fair Isaac common stock contingent upon continued employment.

F2: Shares withheld by Company for payment of taxes due at vesting from restricted stock units.

F3: This transaction was executed in multiple trades at prices ranging from $43.43 to $44.38. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transactions were effected.

F4: The restricted stock units vest in four equal annual installments commencing on this date and vested shares will be delivered to the reporting person as soon as practicable thereafter.

F5: No expiration date.

F6: This option vests in four equal annual installments commencing on this date.