FAIR ISAAC CORP — Director's Dealing 2017

Dec 11, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FAIR ISAAC CORP (FICO)
CIK: 0000814547
Period of Report: 2017-12-08

Reporting Person: Wells Stuart (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-12-08	Common Stock	M	30499	$0.00	Acquired	53526	Direct
2017-12-08	Common Stock	F	15919	$157.31	Disposed	37607	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-12-08	Market Share Units	$	A	5968	Acquired		Common Stock (5968)	Direct
2017-12-08	Market Share Units	$	M	5968	Disposed		Common Stock (5968)	Direct
2017-12-08	Market Share Units	$	A	4564	Acquired		Common Stock (4564)	Direct
2017-12-08	Market Share Units	$	M	4564	Disposed		Common Stock (4564)	Direct
2017-12-08	Market Share Units	$	A	2859	Acquired		Common Stock (2859)	Direct
2017-12-08	Market Share Units	$	M	2859	Disposed		Common Stock (2859)	Direct
2017-12-08	Performance Share Units	$	M	2751	Disposed		Common Stock (2751)	Direct
2017-12-08	Performance Share Units	$	M	3806	Disposed		Common Stock (3806)	Direct
2017-12-08	Performance Share Units	$	M	4255	Disposed		Common Stock (4255)	Direct
2017-12-08	Restricted Stock Units	$	M	1119	Disposed		Common Stock (1119)	Direct
2017-12-08	Restricted Stock Units	$	M	1648	Disposed		Common Stock (1648)	Direct
2017-12-08	Restricted Stock Units	$	M	1712	Disposed		Common Stock (1712)	Direct
2017-12-08	Restricted Stock Units	$	M	1817	Disposed		Common Stock (1817)	Direct
2017-12-08	Restricted Stock Units	$	A	5488	Acquired		Common Stock (5488)	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 8,954 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, 2015, 2016, 2017. The performance criteria for 2017 were met, resulting in the award of market share units being reported herein.

F4: No expiration date.

F5: On December 8, 2015, the reporting person was granted a target award of 6,846 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, 2018. The performance criteria for 2017 were met, resulting in the award of market share units being reported herein.

F6: On December 8, 2016, the reporting person was granted a target award of 7,268 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, 2017, 2018, 2019. The performance criteria for 2017 were met, resulting in the award of market share units being reported herein.

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.