Sec Form 4 Filing - DEAL RICHARD @ FAIR ISAAC CORP - 2020-12-04

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
DEAL RICHARD
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)
12/04/2020
(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
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 ( 1 ) 12/04/2020 A 3,446 ( 2 ) 12/08/2020 ( 3 ) Common Stock 3,446 $ 0 3,446 D
Market Share Units ( 1 ) 12/04/2020 A 2,944 ( 4 ) 12/10/2020 ( 3 ) Common Stock 2,944 $ 0 2,944 D
Market Share Units ( 1 ) 12/04/2020 A 1,484 ( 5 ) 12/10/2020 ( 3 ) Common Stock 1,484 $ 0 1,484 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
DEAL RICHARD
181 METRO DRIVE
SAN JOSE, CA95110
Executive Vice President
Signatures
/s/ Carrie H. Darling, Attorney-in-fact 12/07/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Each earned market share unit represents a right to receive one share of Fair Isaac common stock contingent upon continued employment.
( 2 )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 2020 were met, resulting in the award of market share units being reported herein.
( 3 )No expiration date.
( 4 )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 2020 were met, resulting in the award of market share units being reported herein.
( 5 )On December 10, 2019, the reporting person was granted a target award of 2,680 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, 2020, 2021, 2022. The performance criteria for 2020 were met, resulting in the award of market share units being reported herein.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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