FAIR ISAAC CORP — Director's Dealing 2019

Dec 9, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FAIR ISAAC CORP (FICO)
CIK: 0000814547
Period of Report: 2019-12-05

Reporting Person: Scadina Mark R (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-12-08	Common Stock	M	20213	$0.00	Acquired	35213	Direct
2019-12-08	Common Stock	F	10026	$363.83	Disposed	25187	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-12-05	Market Share Units	$	A	5875	Acquired		Common Stock (5875)	Direct
2019-12-08	Market Share Units	$	M	5875	Disposed		Common Stock (5875)	Direct
2019-12-05	Market Share Units	$	A	3146	Acquired		Common Stock (3146)	Direct
2019-12-08	Market Share Units	$	M	3146	Disposed		Common Stock (3146)	Direct
2019-12-05	Market Share Units	$	A	2946	Acquired		Common Stock (2946)	Direct
2019-12-08	Performance Share Units	$	M	3659	Disposed		Common Stock (3659)	Direct
2019-12-08	Performance Share Units	$	M	3147	Disposed		Common Stock (3147)	Direct
2019-12-08	Restricted Stock Units	$	M	1644	Disposed		Common Stock (1644)	Direct
2019-12-08	Restricted Stock Units	$	M	1562	Disposed		Common Stock (1562)	Direct
2019-12-08	Restricted Stock Units	$	M	1180	Disposed		Common Stock (1180)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	85081	Indirect

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, 2016, the reporting person was granted a target award of 6,250 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 2019 were met, resulting in the award of market share units being reported herein.

F4: No expiration date.

F5: On December 8, 2017, the reporting person was granted a target award of 4,720 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, 2018, 2019, 2020. The performance criteria for 2019 were met, resulting in the award of market share units being reported herein.

F6: On December 10, 2018, the reporting person was granted a target award of 4,417 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, 2019, 2020, 2021. The performance criteria for 2019 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.