Sec Form 4 Filing - LANSING WILLIAM J @ FAIR ISAAC CORP - 2016-12-08

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
LANSING WILLIAM J
2. Issuer Name and Ticker or Trading Symbol
FAIR ISAAC CORP [ FICO]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
President and CEO
(Last) (First) (Middle)
181 METRO DRIVE
3. Date of Earliest Transaction (MM/DD/YY)
12/08/2016
(Street)
SAN JOSE, CA95110
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 12/08/2016 M 15,440 A $ 0 163,935 D
Common Stock 12/08/2016 M 12,360 A $ 0 176,295 D
Common Stock 12/08/2016 M 7,116 A $ 0 183,411 D
Common Stock 12/08/2016 M 11,388 A $ 0 194,799 D
Common Stock 12/08/2016 M 5,122 A $ 0 199,921 D
Common Stock 12/08/2016 F 26,832 ( 1 ) D $ 121.48 173,089 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Market Share Units ( 2 ) 12/08/2016 A 26,569 ( 3 ) 12/13/2016 ( 4 ) Common Stock 26,569 $ 0 26,569 D
Market Share Units ( 2 ) 12/08/2016 A 15,440 ( 5 ) 12/08/2016 ( 4 ) Common Stock 15,440 $ 0 15,440 D
Market Share Units ( 2 ) 12/08/2016 M 15,440 12/08/2016 ( 4 ) Common Stock 15,440 $ 0 0 D
Market Share Units ( 2 ) 12/08/2016 A 12,360 ( 6 ) 12/08/2016 ( 4 ) Common Stock 12,360 $ 0 12,360 D
Market Share Units ( 2 ) 12/08/2016 M 12,360 12/08/2016 ( 4 ) Common Stock 12,360 $ 0 0 D
Performance Share Units ( 7 ) 12/08/2016 M 7,116 12/08/2015( 8 ) ( 4 ) Common Stock 7,116 $ 0 7,115 D
Performance Share Units ( 7 ) 12/08/2016 M 11,388 12/08/2016( 8 ) ( 4 ) Common Stock 11,388 $ 0 22,775 D
Restricted Stock Units ( 9 ) 12/08/2016 M 5,122 12/08/2016( 10 ) ( 4 ) Common Stock 5,122 $ 0 15,363 D
Restricted Stock Units ( 9 ) 12/08/2016 A 22,561 12/08/2017( 10 ) ( 4 ) Common Stock 22,561 $ 0 22,561 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
LANSING WILLIAM J
181 METRO DRIVE
SAN JOSE, CA95110
X President and CEO
Signatures
/s/Nancy E. Fraser, Attorney-in-fact 12/09/2016
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Shares withheld by Company for payment of taxes due at vesting from earned performance share units, earned market share units and restricted stock units.
( 2 )Each earned market share unit represents a right to receive one share of Fair Isaac common stock contingent upon continued employment.
( 3 )As previously reported in a prior Form 4 footnote, on December 13, 2013, the reporting person was granted a target award of 25,878 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 7,935 market share units which vested on December 13, 2014. The performance criteria for 2015 were met, resulting in the award of 17,252 market share units which vested on December 13, 2015. The performance criteria for 2016 were met, resulting in the award of 26,569 market share units which will vest on December 13, 2016.
( 4 )No expiration date.
( 5 )As previously reported in a prior Form 4 footnote, on December 8, 2014, the reporting person was granted a target award of 23,160 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 15,440 market share units which vested on December 8, 2015. The performance criteria for 2016 were met, resulting in the award of 15,440 market share units which will vest on December 8, 2016.
( 6 )On December 8, 2015, the reporting person was granted a target award of 20,485 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 12,360 market share units that will vest immediately on December 8, 2016.
( 7 )Each earned performance share unit represents a right to receive one share of Fair Isaac common stock contingent upon continued employment.
( 8 )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.
( 9 )Each restricted stock unit represents a right to receive one share of Fair Isaac common stock contingent upon continued employment.
( 10 )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.

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