Sec Form 4 Filing - Huyard Wayne Elliot @ FAIR ISAAC CORP - 2018-11-05

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
Huyard Wayne Elliot
2. Issuer Name and Ticker or Trading Symbol
FAIR ISAAC CORP [ FICO]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Executive Vice President
(Last) (First) (Middle)
181 METRO DRIVE
3. Date of Earliest Transaction (MM/DD/YY)
11/05/2018
(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 11/05/2018 M 10,000 A $ 0 31,912 D
Common Stock 11/05/2018 F 3,755 ( 1 ) D $ 192.15 28,157 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
Restricted Stock Units ( 2 ) 11/05/2018 M 10,000 11/05/2015( 3 ) ( 4 ) Common Stock 10,000 $ 0 0 D
Performance Share Units ( 5 ) 11/06/2018( 6 ) A 10,976 12/08/2018( 7 ) ( 4 ) Common Stock 10,976 $ 0 10,976 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Huyard Wayne Elliot
181 METRO DRIVE
SAN JOSE, CA95110
Executive Vice President
Signatures
/s/Carrie H. Darling, Attorney-in-fact 11/07/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Shares withheld by Company for payment of taxes due at vesting from restricted stock units.
( 2 )Each restricted stock unit represents a right to receive one share of Fair Isaac common stock contingent upon continued employment.
( 3 )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.
( 4 )No expiration date.
( 5 )Each earned performance share unit represents a right to receive one share of Fair Isaac common stock contingent upon continued employment.
( 6 )On November 6, 2018 the Leadership Development and Compensation Committee of the Board of Directors of Fair Isaac Corporation determined that the reporting person earned the number of performance share units reported on this Form 4 based on achievement of certain performance metrics.
( 7 )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.

Remarks:
EXHIBIT LIST - Exhibit 24 -- Power of Attorney for Wayne Elliott Huyard

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