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: Scadina Mark R (EVP, Gen. Counsel & Sec.)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-12-13	Common Stock	M	8000	—	Acquired	30015.7033	Direct
2012-12-13	Common Stock	F	3734	$41.89	Disposed	26281.7033	Direct
2012-12-13	Common Stock	M	10000	—	Acquired	36281.7033	Direct
2012-12-13	Common Stock	M	2500	—	Acquired	38781.7033	Direct
2012-12-13	Common Stock	M	3750	—	Acquired	42531.7033	Direct
2012-12-13	Common Stock	F	7585	$41.89	Disposed	34947.3466	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-12-13	Performance Share Units	$	M	8000	Disposed		Common Stock (8000)	Direct
2012-12-13	Restricted Stock Units	$	M	10000	Disposed		Common Stock (10000)	Direct
2012-12-13	Restricted Stock Units	$	M	2500	Disposed		Common Stock (2500)	Direct
2012-12-13	Restricted Stock Units	$	M	3750	Disposed		Common Stock (3750)	Direct
2012-12-13	Restricted Stock Units	$	A	10000	Acquired		Common Stock (10000)	Direct
2012-12-13	Non-Qualified Stock Option (right to buy)	$41.89	A	30000	Acquired	2019-12-12	Common Stock (30000)	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: Common stock holdings include ESPP reinvested dividends.

F7: 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.

F8: No expiration date.

F9: 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.

F10: This option vests in four equal annual installments commencing on this date.