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: Huyard Wayne Elliot (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-12-08	Common Stock	M	6666	$0.00	Acquired	19891	Direct
2016-12-08	Common Stock	M	5068	$0.00	Acquired	24959	Direct
2016-12-08	Common Stock	M	3072	$0.00	Acquired	28031	Direct
2016-12-08	Common Stock	M	4670	$0.00	Acquired	32701	Direct
2016-12-08	Common Stock	M	2100	$0.00	Acquired	34801	Direct
2016-12-08	Common Stock	F	10344	$121.48	Disposed	24457	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-12-08	Market Share Units	$	A	6666	Acquired		Common Stock (6666)	Direct
2016-12-08	Market Share Units	$	M	6666	Disposed		Common Stock (6666)	Direct
2016-12-08	Market Share Units	$	A	5068	Acquired		Common Stock (5068)	Direct
2016-12-08	Market Share Units	$	M	5068	Disposed		Common Stock (5068)	Direct
2016-12-08	Performance Share Units	$	M	3072	Disposed		Common Stock (3072)	Direct
2016-12-08	Performance Share Units	$	M	4670	Disposed		Common Stock (4670)	Direct
2016-12-08	Restricted Stock Units	$	M	2100	Disposed		Common Stock (2100)	Direct
2016-12-08	Restricted Stock Units	$	A	7268	Acquired		Common Stock (7268)	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: Each earned market share unit represents a right to receive one share of Fair Isaac common stock contingent upon continued employment.

F3: On December 8, 2014, the reporting person was granted a target award of 10,000 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 6,668 market share units which vested at that time. The performance criteria for 2016 were met, resulting in the award of 6,666 market shares units which vest immediately.

F4: No expiration date.

F5: On December 8, 2015, the reporting person was granted a target award of 8,400 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 5,608 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.