FAIR ISAAC CORP — Director's Dealing 2016

Dec 9, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FAIR ISAAC CORP (FICO)
CIK: 0000814547
Period of Report: 2016-12-08

Reporting Person: Pung Michael J (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-12-08	Common Stock	M	5784	$0.00	Acquired	88641	Indirect
2016-12-08	Common Stock	M	3967	$0.00	Acquired	92608	Indirect
2016-12-08	Common Stock	M	2666	$0.00	Acquired	95274	Indirect
2016-12-08	Common Stock	M	3656	$0.00	Acquired	98930	Indirect
2016-12-08	Common Stock	M	1644	$0.00	Acquired	100574	Indirect
2016-12-08	Common Stock	F	9242	$121.48	Disposed	91332	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-12-08	Market Share Units	$	A	8955	Acquired		Common Stock (8955)	Direct
2016-12-08	Market Share Units	$	A	5784	Acquired		Common Stock (5784)	Direct
2016-12-08	Market Share Units	$	M	5784	Disposed		Common Stock (5784)	Direct
2016-12-08	Market Share Units	$	A	3967	Acquired		Common Stock (3967)	Direct
2016-12-08	Market Share Units	$	M	3967	Disposed		Common Stock (3967)	Direct
2016-12-08	Performance Share Units	$	M	2666	Disposed		Common Stock (2666)	Direct
2016-12-08	Performance Share Units	$	M	3656	Disposed		Common Stock (3656)	Direct
2016-12-08	Restricted Stock Units	$	M	1644	Disposed		Common Stock (1644)	Direct
2016-12-08	Restricted Stock Units	$	A	6250	Acquired		Common Stock (6250)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	3.6962	Direct

Footnotes

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

F2: Common stock holdings include ESPP reinvested dividends.

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

F4: As previously reported in a prior Form 4 footnote, on December 13, 2013, the reporting person was granted a target award of 8,723 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 2,675 market share units which vested on December 13, 2014. The performance criteria for 2015 were met, resulting in the award of 5,816 market share units which vested on December 13, 2015. The performance criteria for 2016 were met, resulting in the award of 8,955 market share units which will vest on December 13, 2016.

F5: No expiration date.

F6: As previously reported in a prior Form 4 footnote, 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 vested on December 8, 2015. The performance criteria for 2016 were met, resulting in the award of 5,784 market share units which will vest immediately on December 8, 2016.

F7: On December 8, 2015, the reporting person was granted a target award of 6,576 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, 2016, 2017 and 2018. The performance criteria for 2016 were met, resulting in the award of 3,967 market share units that will vest immediately on December 8, 2016.

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 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.

F10: Each restricted stock unit represents a right to receive one share of Fair Isaac common stock contingent upon continued employment.

F11: 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.