SEC Form 4 · accession 0001214659-15-008294
FAIR ISAAC CORP · FICO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Stuart Wells
Officer — Executive Vice President
Period of report
Dec 8, 2015
Accepted (ET)
Dec 9, 2015 · 8:42 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000814547
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock | Dec 8, 2015 | M | 5,970 | $0.00 | A | 24,159 | D | |
| Common Stock | Dec 8, 2015 | M | 2,751 | $0.00 | A | 26,910 | D | |
| Common Stock | Dec 8, 2015 | M | 1,120 | $0.00 | A | 28,030 | D | |
| Common Stock | Dec 8, 2015 | M | 1,648 | $0.00 | A | 29,678 | D | |
| Common StockF1 | Dec 8, 2015 | F | 5,993 | $91.91 | D | 23,685 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Market Share UnitsF3,F2,F4 | — | Dec 8, 2015 | A | 6,498 | A | Dec 13, 2015 | — | Common Stock | 6,498 | 6,498 | D |
| Market Share UnitsF5,F2,F4 | — | Dec 8, 2015 | A | 5,970 | A | Dec 8, 2015 | — | Common Stock | 5,970 | 5,970 | D |
| Market Share UnitsF2,F4 | — | Dec 8, 2015 | M | 5,970 | D | Dec 8, 2015 | — | Common Stock | 5,970 | 0 | D |
| Performance Share UnitsF6,F7,F4 | — | Dec 8, 2015 | M | 2,751 | D | Dec 8, 2015 | — | Common Stock | 2,751 | 5,502 | D |
| Restricted Stock UnitsF8,F9,F4 | — | Dec 8, 2015 | M | 1,120 | D | Dec 8, 2015 | — | Common Stock | 1,120 | 3,357 | D |
| Restricted Stock UnitsF8,F9,F4 | — | Dec 8, 2015 | M | 1,648 | D | Dec 8, 2015 | — | Common Stock | 1,648 | 4,943 | D |
| Restricted Stock UnitsF8,F9,F4 | — | Dec 8, 2015 | A | 6,846 | A | Dec 8, 2016 | — | Common Stock | 6,846 | 6,846 | D |
Explanation of responses
- F1Shares withheld by Company for payment of taxes due at vesting from earned market share units, earned performance share units and restricted stock units.
- F2Each earned market share unit represents a right to receive one share of Fair Isaac common stock contingent upon continued employment.
- F3As previously reported in a prior Form 4 footnote, on December 13, 2013, the reporting person was granted a target award of 9,747 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 2,989 market share units which vested on December 13, 2014. The performance criteria for 2015 were met, resulting in the award of 6,498 market share units which will vest on December 13, 2015.
- F4No expiration date.
- F5On December 8, 2014, the reporting person was granted a target award of 8,954 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 5,970 market share units which vest immediately.
- F6Each earned performance share unit represents a right to receive one share of Fair Isaac common stock contingent upon continued employment
- F7The 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.
- F8Each restricted stock unit represents a right to receive one share of Fair Isaac common stock contingent upon continued employment.
- F9The 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.