Sec Form 4 Filing - Scadina Mark R @ FAIR ISAAC CORP - 2018-12-07

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
Scadina Mark R
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)
EVP, Gen. Counsel & Sec.
(Last) (First) (Middle)
181 METRO DRIVE
3. Date of Earliest Transaction (MM/DD/YY)
12/07/2018
(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 12/07/2018 M 15,000 A $ 35.99 16,441.7479 D
Common Stock 12/08/2018 M 26,663 A $ 0 113,807 I Scadina Revocable Trust
Common Stock 12/08/2018 F 13,226 ( 1 ) D $ 182.41 100,581 I Scadina Revocable Trust
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
Non-Qualified Stock Option (right to buy) $ 35.99 12/07/2018 M 15,000 12/13/2012( 2 ) 12/12/2018 Common Stock 15,000 $ 0 0 D
Market Share Units ( 3 ) 12/07/2018 A 4,801 ( 4 ) 12/08/2018 ( 5 ) Common Stock 4,801 $ 0 4,801 D
Market Share Units ( 3 ) 12/08/2018 M 4,801 12/08/2018 ( 5 ) Common Stock 4,801 $ 0 0 D
Market Share Units ( 3 ) 12/07/2018 A 4,166 ( 6 ) 12/08/2018 ( 5 ) Common Stock 4,166 $ 0 4,166 D
Market Share Units ( 3 ) 12/08/2018 M 4,166 12/08/2018 ( 5 ) Common Stock 4,166 $ 0 0 D
Market Share Units ( 3 ) 12/07/2018 A 2,848 ( 7 ) 12/08/2018 ( 5 ) Common Stock 2,848 $ 0 2,848 D
Market Share Units ( 3 ) 12/08/2018 M 2,848 12/08/2018 ( 5 ) Common Stock 2,848 $ 0 0 D
Performance Share Units ( 8 ) 12/08/2018 M 3,655 12/08/2016( 9 ) ( 5 ) Common Stock 3,655 $ 0 0 D
Performance Share Units ( 8 ) 12/08/2018 M 3,659 12/08/2017( 9 ) ( 5 ) Common Stock 3,659 $ 0 3,659 D
Performance Share Units ( 8 ) 12/08/2018 M 3,147 12/08/2018( 9 ) ( 5 ) Common Stock 3,147 $ 0 6,293 D
Restricted Stock Units ( 10 ) 12/08/2018 M 1,644 12/08/2016( 11 ) ( 5 ) Common Stock 1,644 $ 0 1,644 D
Restricted Stock Units ( 10 ) 12/08/2018 M 1,563 12/08/2017( 11 ) ( 5 ) Common Stock 1,563 $ 0 3,124 D
Restricted Stock Units ( 10 ) 12/08/2018 M 1,180 12/08/2018( 11 ) ( 5 ) Common Stock 1,180 $ 0 3,540 D
Restricted Stock Units ( 10 ) 12/10/2018 A 2,209 12/10/2019( 11 ) ( 5 ) Common Stock 2,209 $ 0 2,209 D
Non-Qualified Option (right-to-buy) $ 185.05 12/10/2018 A 7,367 12/10/2019( 2 ) 12/09/2025 Common Stock 7,367 $ 0 7,367 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Scadina Mark R
181 METRO DRIVE
SAN JOSE, CA95110
EVP, Gen. Counsel & Sec.
Signatures
/s/Carrie H. Darling, Attorney-in-fact 12/10/2018
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 )This option vests in four equal annual installments commencing on this date.
( 3 )Each earned market share unit represents a right to receive one share of Fair Isaac common stock contingent upon continued employment.
( 4 )On December 8, 2015, the reporting person was granted a target award of 6,576 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 2018 were met, resulting in the award of market share units being reported herein.
( 5 )No expiration date.
( 6 )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 2018 were met, resulting in the award of market share units being reported herein.
( 7 )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 2018 were met, resulting in the award of market share units being reported herein.
( 8 )Each earned performance share unit represents a right to receive one share of Fair Isaac common stock contingent upon continued employment.
( 9 )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.
( 10 )Each restricted stock unit represents a right to receive one share of Fair Isaac common stock contingent upon continued employment.
( 11 )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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