SEC Form 4 · accession 0001214659-15-008296
FAIR ISAAC CORP · FICO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Wayne Elliot Huyard
Officer — Executive Vice President
Period of report
Dec 8, 2015
Accepted (ET)
Dec 9, 2015 · 8:47 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 | 6,668 | $0.00 | A | 13,333 | D | |
| Common Stock | Dec 8, 2015 | M | 3,073 | $0.00 | A | 16,406 | D | |
| Common StockF1 | Dec 8, 2015 | F | 4,670 | $91.91 | D | 11,736 | 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 | 6,668 | A | Dec 8, 2015 | — | Common Stock | 6,668 | 6,668 | D |
| Market Share UnitsF2,F4 | — | Dec 8, 2015 | M | 6,668 | D | Dec 8, 2015 | — | Common Stock | 6,668 | 0 | D |
| Performance Share UnitsF5,F6,F4 | — | Dec 8, 2015 | M | 3,073 | D | Dec 8, 2015 | — | Common Stock | 3,073 | 6,144 | D |
| Restricted Stock UnitsF7,F8,F4 | — | Dec 8, 2015 | A | 8,400 | A | Dec 8, 2016 | — | Common Stock | 8,400 | 8,400 | D |
Explanation of responses
- F1Shares withheld by Company for payment of taxes due at vesting from earned performance share units and earned market shares units.
- F2Each earned market share unit represents a right to receive one share of Fair Isaac common stock contingent upon continued employment.
- F3On December 8, 2014, the reporting person was granted a target award of 10,000 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 6,668 market share units which vest immediately.
- F4No expiration date.
- F5Each earned performance share unit represents a right to receive one share of Fair Isaac common stock contingent upon continued employment.
- F6The 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.
- F7Each restricted stock unit represents a right to receive one share of Fair Isaac common stock contingent upon continued employment.
- F8The 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.