FAIR ISAAC CORP — Director's Dealing 2013

Dec 17, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FAIR ISAAC CORP (FICO)
CIK: 0000814547
Period of Report: 2013-12-13

Reporting Person: Wells Stuart (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-12-13	Common Stock	M	6000	—	Acquired	6000	Direct
2013-12-13	Common Stock	M	4000	—	Acquired	10000	Direct
2013-12-13	Common Stock	M	2500	—	Acquired	12500	Direct
2013-12-13	Common Stock	F	5217	$57.00	Disposed	7283	Direct
2013-12-13	Common Stock	F	1304	$57.00	Disposed	5979	Direct
2013-12-13	Common Stock	M	7500	$41.89	Acquired	13479	Direct
2013-12-13	Common Stock	M	31251	$43.05	Acquired	44730	Direct
2013-12-13	Common Stock	S	38751	$57.1909	Disposed	5979	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-12-13	Performance Share Units	$	M	6000	Disposed		Common Stock (6000)	Direct
2013-12-13	Performance Share Units	$	M	4000	Disposed		Common Stock (4000)	Direct
2013-12-13	Restricted Stock Units	$	M	2500	Disposed		Common Stock (2500)	Direct
2013-12-13	Restricted Stock Units	$	A	9747	Acquired		Common Stock (9747)	Direct
2013-12-13	Non-Qualified Stock Option (right to buy)	$41.89	M	7500	Disposed	2019-12-12	Common Stock (7500)	Direct
2013-12-13	Non-Qualified Stock Option (right to buy)	$43.05	M	31251	Disposed	2019-04-24	Common Stock (31251)	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: 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 earned performance share units.

F4: Shares withheld by Company for payment of taxes due at vesting from restricted stock units.

F5: This transaction was executed in multiple trades at prices ranging from $57.00 to $57.64. 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.

F6: The performance share units 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.