FAIR ISAAC CORP — Director's Dealing 2014

Dec 9, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FAIR ISAAC CORP (FICO)
CIK: 0000814547
Period of Report: 2014-12-08

Reporting Person: Jennings Andrew (N/A)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-12-08	Restricted Stock Units	$	A	3794	Acquired		Common Stock (3794)	Direct
2014-12-08	Market Share Units	$	A	891	Acquired		Common Stock (891)	Direct

Footnotes

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

F2: 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.

F3: No expiration date.

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

F5: On December 13, 2013, the reporting person was granted a target award of 2,908 market share units. The award is scheduled to vest in three equal annual installments from the grant date based on the Company's satisfaction of certain performance criteria for each of the performance periods ending November 30, 2014, 2015, and 2016. The performance criteria for 2014 were met, resulting in the award of 891 market share units which will vest on December 13, 2014.