FAIR ISAAC CORP — Director's Dealing 2012

Dec 14, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FAIR ISAAC CORP (FICO)
CIK: 0000814547
Period of Report: 2012-12-13

Reporting Person: Jennings Andrew (Sr. Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-12-13	Common Stock	M	3334	—	Acquired	19356.9952	Indirect
2012-12-13	Common Stock	F	1556	$41.89	Disposed	17800.9952	Indirect
2012-12-13	Common Stock	M	4166	—	Acquired	21966.9952	Indirect
2012-12-13	Common Stock	M	1042	—	Acquired	23008.9952	Indirect
2012-12-13	Common Stock	M	2500	—	Acquired	25508.9952	Indirect
2012-12-13	Common Stock	F	3597	$41.89	Disposed	21911.9952	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-12-13	Performance Share Units	$	M	3334	Disposed		Common Stock (3334)	Direct
2012-12-13	Restricted Stock Units	$	M	4166	Disposed		Common Stock (4166)	Direct
2012-12-13	Restricted Stock Units	$	M	1042	Disposed		Common Stock (1042)	Direct
2012-12-13	Restricted Stock Units	$	M	2500	Disposed		Common Stock (2500)	Direct
2012-12-13	Restricted Stock Units	$	A	3333	Acquired		Common Stock (3333)	Direct
2012-12-13	Non-Qualified Stock Option (right to buy)	$41.89	A	10001	Acquired	2019-12-12	Common Stock (10001)	Direct

Footnotes

F1: Each earned performance share 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 earned performance share units.

F3: The revenue and net income targets were deemed satisfied by the Compensation Committee resulting in acceleration of the remainder of this RSU award.

F4: Each restricted stock unit represents a right to receive one share of Fair Isaac common stock contingent upon continued employment.

F5: Shares withheld by Company for payment of taxes due at vesting from restricted stock units.

F6: The performance share units will vest in four equal annual installments commencing on this date and one share will be delivered to the reporting person for each vested unit as soon as practicable thereafter.

F7: No expiration date.

F8: 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.

F9: This option vests in four equal annual installments commencing on this date.