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: DEAL RICHARD (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-12-08	Common Stock	M	4144	$0.00	Acquired	22201	Direct
2016-12-08	Common Stock	M	3312	$0.00	Acquired	25513	Direct
2016-12-08	Common Stock	M	1910	$0.00	Acquired	27423	Direct
2016-12-08	Common Stock	M	3051	$0.00	Acquired	30474	Direct
2016-12-08	Common Stock	M	1372	$0.00	Acquired	31846	Direct
2016-12-08	Common Stock	F	6644	$121.48	Disposed	25202	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-12-08	Market Share Units	$	A	7166	Acquired		Common Stock (7166)	Direct
2016-12-08	Market Share Units	$	A	4144	Acquired		Common Stock (4144)	Direct
2016-12-08	Market Share Units	$	M	4144	Disposed		Common Stock (4144)	Direct
2016-12-08	Market Share Units	$	A	3312	Acquired		Common Stock (3312)	Direct
2016-12-08	Market Share Units	$	M	3312	Disposed		Common Stock (3312)	Direct
2016-12-08	Performance Share Units	$	M	1910	Disposed		Common Stock (1910)	Direct
2016-12-08	Performance Share Units	$	M	3051	Disposed		Common Stock (3051)	Direct
2016-12-08	Restricted Stock Units	$	M	1372	Disposed		Common Stock (1372)	Direct
2016-12-08	Restricted Stock Units	$	A	6250	Acquired		Common Stock (6250)	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: As previously reported in a prior Form 4 footnote, on December 13, 2013, the reporting person was granted a target award of 6,979 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 2,140 market share units which vested on December 13, 2014. The performance criteria for 2015 were met, resulting in the award of 4,652 market share units which vested on December 13, 2015. The performance criteria for 2016 were met, resulting in the award of 7,166 market share units that will vest on December 13, 2016.

F4: No expiration date.

F5: As previously reported in a prior Form 4 footnote, on December 8, 2014, the reporting person was granted a target award of 6,215 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 4,144 market share units which vested on 12/8/15. The performance criteria for 2016 were met, resulting in the award of 4,144 market share units which vest immediately.

F6: On December 8, 2015, the reporting person was granted a target award of 5,488 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, 2016, 2017 and 2018. The performance criteria for 2016 were met and reported, resulting in an award of 3,312 market share units which vest immediately.

F7: Each earned performance share unit represents a right to receive one share of Fair Isaac common stock contingent upon continued employment.

F8: 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.

F9: Each restricted stock unit represents a right to receive one share of Fair Isaac common stock contingent upon continued employment.

F10: 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.