Fair Isaac (FICO) Form 4 FAIR ISAAC / RICHARD DEAL ownership change

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

DEAL RICHARD

(Last) (First) (Middle)

181 METRO DRIVE

(Street)

SAN JOSE 95110

(City) (State) (Zip)

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

3. Date of Earliest Transaction (Month/Day/Year)
12/05/2019

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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	12/08/2019		M		19,941	A	$0.00	63,963	D
Common Stock	12/08/2019		F		9,098(1)	D	$363.83	54,865	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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: 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)	12/05/2019		A		5,875(3)		12/08/2019	(4)	Common Stock	5,875	$0.00	5,875	D
Market Share Units	(2)	12/08/2019		M			5,875	12/08/2019	(4)	Common Stock	5,875	$0.00	0	D
Market Share Units	(2)	12/05/2019		A		3,146(5)		12/08/2019	(4)	Common Stock	3,146	$0.00	3,146	D
Market Share Units	(2)	12/08/2019		M			3,146	12/08/2019	(4)	Common Stock	3,146	$0.00	0	D
Market Share Units	(2)	12/05/2019		A		2,946(6)		12/10/2019	(4)	Common Stock	2,946	$0.00	2,946	D
Performance Share Units	(7)	12/08/2019		M			3,659	12/08/2017(8)	(4)	Common Stock	3,659	$0.00	0	D
Performance Share Units	(7)	12/08/2019		M			3,147	12/08/2018(8)	(4)	Common Stock	3,147	$0.00	3,146	D
Restricted Stock Units	(9)	12/08/2019		M			1,372	12/08/2016(10)	(4)	Common Stock	1,372	$0.00	0	D
Restricted Stock Units	(9)	12/08/2019		M			1,562	12/08/2017(10)	(4)	Common Stock	1,562	$0.00	1,562	D
Restricted Stock Units	(9)	12/08/2019		M			1,180	12/08/2018(10)	(4)	Common Stock	1,180	$0.00	2,360	D

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

4. No expiration date.

5. 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 2019 were met, resulting in the award of market share units being reported herein.

6. 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 2019 were met, resulting in the award of market share units being reported herein.

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.

Remarks:

	/s/Carrie H. Darling, Attorney-in-fact	12/09/2019
	** Signature of Reporting Person	Date
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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