FAIR ISAAC CORP — Director's Dealing 2012

Feb 9, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FAIR ISAAC CORP (FICO)
CIK: 0000814547
Period of Report: 2012-02-08

Reporting Person: Jennings Andrew (Sr. Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-02-08	Common Stock	M	14063	$14.16	Acquired	37020.9938	Indirect
2012-02-08	Common Stock	M	13637	$20.31	Acquired	50657.9938	Indirect
2012-02-08	Common Stock	S	27700	$38.5073	Disposed	22957.9938	Indirect
2012-02-08	Common Stock	S	20743	$38.5196	Disposed	2214.9938	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-02-08	Non-Qualified Stock Option (right to buy)	$14.16	M	14063	Disposed	2015-12-17	Common Stock (14063)	Direct
2012-02-08	Non-Qualified Stock Option (right to buy)	$20.31	M	13637	Disposed	2016-12-17	Common Stock (13637)	Direct

Footnotes

F1: This transaction was executed in multiple trades at prices ranging from $38.50 to $38.66. 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.

F2: This transaction was executed in multiple trades at prices ranging from $38.5000 to $38.7300. 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.

F3: Includes reinvested dividends from ESPP plan.

F4: This option vests in four equal annual installments commencing on this date.