FAIR ISAAC CORP — Director's Dealing 2016

Dec 14, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FAIR ISAAC CORP (FICO)
CIK: 0000814547
Period of Report: 2016-12-13

Reporting Person: LANSING WILLIAM J (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-12-13	Common Stock	M	4166	$0.00	Acquired	177255	Direct
2016-12-13	Common Stock	M	6469	$0.00	Acquired	183724	Direct
2016-12-13	Common Stock	M	6667	$0.00	Acquired	190391	Direct
2016-12-13	Common Stock	M	17252	$0.00	Acquired	207643	Direct
2016-12-13	Common Stock	M	26569	$0.00	Acquired	234212	Direct
2016-12-13	Common Stock	F	31891	$121.67	Disposed	202321	Direct
2016-12-13	Common Stock	M	30000	$36.01	Acquired	232321	Direct
2016-12-13	Common Stock	S	24656	$122.15	Disposed	207665	Direct
2016-12-13	Common Stock	S	5344	$122.87	Disposed	202321	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-12-13	Restricted Stock Units	$	M	4166	Disposed		Common Stock (4166)	Direct
2016-12-13	Restricted Stock Units	$	M	6469	Disposed		Common Stock (6469)	Direct
2016-12-13	Performance Share Units	$	M	6667	Disposed		Common Stock (6667)	Direct
2016-12-13	Performance Share Units	$	M	17252	Disposed		Common Stock (17252)	Direct
2016-12-13	Market Share Units	$	M	26569	Disposed		Common Stock (26569)	Direct
2016-12-13	Non Qualified Stock Option (right to buy)	$36.01	M	30000	Disposed	2019-01-26	Common Stock (3000)	Direct

Footnotes

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

F2: Exercised and sold pursuant to reporting person's 10b5-1 plan.

F3: This transaction was executed in multiple trades at prices ranging from $121.74 to $122.70. 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.

F4: This transaction was executed in multiple trades at prices ranging from $122.7510 to $123.10. 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.

F5: Each restricted stock unit represents a right to receive one share of Fair Isaac common stock contingent upon continued employment.

F6: 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.

F7: No expiration date.

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

F9: 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.

F10: The performance share units vest in three equal annual installments commencing on this date and vested shares will be delivered to the reporting person as soon as practicable thereafter.

F11: Each earned market share unit represents a right to receive one share of Fair Isaac common stock contingent upon continued employment.

F12: This option vests in four equal annual installments commencing on this date.