FAIR ISAAC CORP — Director's Dealing 2014

Dec 16, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FAIR ISAAC CORP (FICO)
CIK: 0000814547
Period of Report: 2014-12-13

Reporting Person: Wells Stuart (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-12-13	Common Stock	M	2500	—	Acquired	2500	Direct
2014-12-13	Common Stock	M	2437	—	Acquired	4937	Direct
2014-12-13	Common Stock	M	6000	—	Acquired	10937	Direct
2014-12-13	Common Stock	M	4000	—	Acquired	14937	Direct
2014-12-13	Common Stock	M	6498	—	Acquired	21435	Direct
2014-12-13	Common Stock	M	2989	—	Acquired	24424	Direct
2014-12-13	Common Stock	F	12741	$71.16	Disposed	11683	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-12-13	Restricted Stock Units	$	M	2500	Disposed		Common Stock (2500)	Direct
2014-12-13	Restricted Stock Units	$	M	2437	Disposed		Common Stock (2437)	Direct
2014-12-13	Performance Share Units	$	M	6000	Disposed		Common Stock (6000)	Direct
2014-12-13	Performance Share Units	$	M	4000	Disposed		Common Stock (4000)	Direct
2014-12-13	Performance Share Units	$	M	6498	Disposed		Common Stock (6498)	Direct
2014-12-13	Market Share Units	$	M	2989	Disposed		Common Stock (2989)	Direct

Footnotes

F1: Each restricted stock unit represents a right to receive one share of Fair Isaac common stock contingent upon continued employment.

F2: Each earned performance share unit represents a right to receive one share of Fair Isaac common stock contingent upon continued employment.

F3: Each earned market share unit represents a right to receive one share of Fair Isaac common stock contingent upon continued employment.

F4: Shares withheld by Company for payment of taxes due at vesting from restricted stock units, earned performance share units and earned market share units.

F5: 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.

F6: No expiration date.

F7: 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.

F8: The performance share units vest in three 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.