FAIR ISAAC CORP — Director's Dealing 2015

Dec 9, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FAIR ISAAC CORP (FICO)
CIK: 0000814547
Period of Report: 2015-12-08

Reporting Person: Scadina Mark R (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-12-08	Common Stock	M	5784	$0.00	Acquired	51963.2270	Direct
2015-12-08	Common Stock	M	2666	$0.00	Acquired	54629.227	Direct
2015-12-08	Common Stock	F	4150	$91.91	Disposed	50479.227	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-12-08	Market Share Units	$	A	6498	Acquired		Common Stock (6498)	Direct
2015-12-08	Market Share Units	$	A	5784	Acquired		Common Stock (5784)	Direct
2015-12-08	Market Share Units	$	M	5784	Disposed		Common Stock (5784)	Direct
2015-12-08	Performance Share Units	$	M	2666	Disposed		Common Stock (2666)	Direct
2015-12-08	Restricted Share Units	$	A	6576	Acquired		Common Stock (6576)	Direct

Footnotes

F1: Shares withheld by Company for payment of taxes due at vesting from earned market share units and earned performance share units .

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

F3: As previously reported in a prior Form 4 footnote, on December 13, 2013, the reporting person was granted a target award of 9,747 market share units. The award vests 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 and reported, resulting in an award of 2,989 market share units which vested on December 13, 2014. The performance criteria for 2015 were met, resulting in the award of 6,498 market share units which will vest on December 13, 2015.

F4: No expiration date.

F5: On December 8, 2014, the reporting person was granted a target award of 8,676 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, 2015, 2016 and 2017. The performance criteria for 2015 were met, resulting in the award of 5,784 market share units which vest immediately.

F6: Each earned performance share unit represents a right to receive one share of Fair Isaac common stock contingent upon continued employment.

F7: 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.

F8: Each restricted stock unit represents a right to receive one share of Fair Isaac common stock contingent upon continued employment.

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.