FAIR ISAAC CORP — Director's Dealing 2012

Feb 17, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FAIR ISAAC CORP (FICO)
CIK: 0000814547
Period of Report: 2012-02-15

Reporting Person: ILL Charles L (EVP)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-02-15	Common Stock	M	7500	—	Acquired	31373	Direct
2012-02-15	Common Stock	F	1983	$38.98	Disposed	29390	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-02-15	Restricted Stock Unit	$	M	7500	Disposed		Common Stock (7500)	Direct

Footnotes

F1: The revenue and net income targets were deemed satisfied by the Compensation Committee resulting in a partial acceleration of this RSU award.

F2: Each restricted stock unit represents a right to receive one share of Fair Isaac common stock contingent upon continued employment.

F3: Shares withheld by Company for payment of taxes due at vesting from restricted stock units.

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. The third and fourth installments may be accelerated to vest with the first and second installments upon the satisfaction of specified revenue and net income targets.

F5: No expiration date.