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: 0019-12-05

Reporting Person: Huyard Wayne Elliot (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-12-06	Common Stock	S	717	$363.61	Disposed	25012	Indirect
2019-12-06	Common Stock	S	593	$364.90	Disposed	24419	Indirect
2019-12-06	Common Stock	S	1546	$365.86	Disposed	22873	Indirect
2019-12-06	Common Stock	S	144	$366.46	Disposed	22729	Indirect
2019-12-08	Common Stock	M	23692	—	Acquired	46421	Indirect
2019-12-08	Common Stock	F	10490	$363.83	Disposed	35931	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-12-05	Market Share Units	$	A	6831	Acquired		Common Stock (6831)	Direct
2019-12-08	Market Share Units	$	M	6831	Disposed		Common Stock (6831)	Direct
2019-12-05	Market Share Units	$	A	3658	Acquired		Common Stock (3658)	Direct
2019-12-08	Market Share Units	$	M	3658	Disposed		Common Stock (3658)	Direct
2019-12-05	Market Share Units	$	A	3534	Acquired		Common Stock (3534)	Direct
2019-12-08	Performance Share Units	$	M	4255	Disposed		Common Stock (4255)	Direct
2019-12-08	Performance Share Units	$	M	3659	Disposed		Common Stock (3659)	Direct
2019-12-08	Restricted Stock Units	$	M	2100	Disposed		Common Stock (2100)	Direct
2019-12-08	Restricted Stock Units	$	M	1817	Disposed		Common Stock (1817)	Direct
2019-12-08	Restricted Stock Units	$	M	1372	Disposed		Common Stock (1372)	Direct

Footnotes

F1: This transaction was executed in multiple trades at prices ranging from $363.28 to $364.13. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transactions were effected.

F2: This transaction was executed in multiple trades at prices ranging from $364.38 to $365.36. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transactions were effected.

F3: This transaction was executed in multiple trades at prices ranging from $365.43 to $366.40. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transactions were effected.

F4: This transaction was executed in multiple trades at prices ranging from $366.43 to $366.51. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transactions were effected.

F5: Shares withheld by Company for payment of taxes due at vesting from earned performance share units, earned market share units, and restricted stock units.

F6: Each earned market share unit represents a right to receive one share of Fair Isaac common stock contingent upon continued employment.

F7: 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 2019 were met, resulting in the award of market share units being reported herein.

F8: No expiration date.

F9: On December 8, 2017, 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, 2018, 2019, 2020. The performance criteria for 2019 were met, resulting in the award of market share units being reported herein.

F10: On December 10, 2018, the reporting person was granted a target award of 5,300 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.

F11: Each earned performance share unit represents a right to receive one share of Fair Isaac common stock contingent upon continued employment.

F12: 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.

F13: Each restricted stock unit represents a right to receive one share of Fair Isaac common stock contingent upon continued employment.

F14: 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.