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: LANSING WILLIAM J (Director, President and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-12-13	Common Stock	M	20000	—	Acquired	74082	Direct
2013-12-13	Common Stock	M	6667	—	Acquired	80749	Direct
2013-12-13	Common Stock	M	4167	—	Acquired	84916	Direct
2013-12-13	Common Stock	F	13609	$57.00	Disposed	71307	Direct
2013-12-13	Common Stock	F	1565	$57.00	Disposed	69742	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-12-13	Performance Share Units	$	M	20000	Disposed		Common Stock (20000)	Direct
2013-12-13	Performance Share Units	$	M	6667	Disposed		Common Stock (6667)	Direct
2013-12-13	Restricted Stock Units	$	M	4167	Disposed		Common Stock (4167)	Direct
2013-12-13	Restricted Stock Units	$	A	25878	Acquired		Common Stock (25878)	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: 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.

F6: No expiration date.

F7: 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.