SEC Form 4 · accession 0001214659-16-015326
FAIR ISAAC CORP · FICO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
William J Lansing
Officer — President and CEO · Director
Period of report
Dec 13, 2016
Accepted (ET)
Dec 14, 2016 · 4:22 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 13, 2016 | M | 4,166 | $0.00 | A | 177,255 | D | |
| Common Stock | Dec 13, 2016 | M | 6,469 | $0.00 | A | 183,724 | D | |
| Common Stock | Dec 13, 2016 | M | 6,667 | $0.00 | A | 190,391 | D | |
| Common Stock | Dec 13, 2016 | M | 17,252 | $0.00 | A | 207,643 | D | |
| Common Stock | Dec 13, 2016 | M | 26,569 | $0.00 | A | 234,212 | D | |
| Common StockF1 | Dec 13, 2016 | F | 31,891 | $121.67 | D | 202,321 | D | |
| Common StockF2 | Dec 13, 2016 | M | 30,000 | $36.01 | A | 232,321 | D | |
| Common StockF3 | Dec 13, 2016 | S | 24,656 | $122.15 | D | 207,665 | D | |
| Common StockF4 | Dec 13, 2016 | S | 5,344 | $122.87 | D | 202,321 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF5,F6,F7 | — | Dec 13, 2016 | M | 4,166 | D | Dec 13, 2013 | — | Common Stock | 4,166 | 0 | D |
| Restricted Stock UnitsF5,F6,F7 | — | Dec 13, 2016 | M | 6,469 | D | Dec 13, 2014 | — | Common Stock | 6,469 | 6,469 | D |
| Performance Share UnitsF8,F9,F7 | — | Dec 13, 2016 | M | 6,667 | D | Dec 13, 2013 | — | Common Stock | 6,667 | 0 | D |
| Performance Share UnitsF8,F10,F7 | — | Dec 13, 2016 | M | 17,252 | D | Dec 13, 2014 | — | Common Stock | 17,252 | 0 | D |
| Market Share UnitsF11,F7 | — | Dec 13, 2016 | M | 26,569 | D | Dec 13, 2016 | — | Common Stock | 26,569 | 0 | D |
| Non Qualified Stock Option (right to buy)F2,F12 | $36.01 | Dec 13, 2016 | M | 30,000 | D | Jan 27, 2013 | Jan 26, 2019 | Common Stock | 3,000 | 0 | D |
Explanation of responses
- F1Shares withheld by Company for payment of taxes due at vesting from restricted stock units, earned performance share units and earned market share units.
- F10The performance share units vest in three equal annual installments commencing on this date and vested shares will be delivered to the reporting person as soon as practicable thereafter.
- F11Each earned market share unit represents a right to receive one share of Fair Isaac common stock contingent upon continued employment.
- F12This option vests in four equal annual installments commencing on this date.
- F2Exercised and sold pursuant to reporting person's 10b5-1 plan.
- F3This transaction was executed in multiple trades at prices ranging from $121.74 to $122.70. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transactions were effected.
- F4This transaction was executed in multiple trades at prices ranging from $122.7510 to $123.10. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transactions were effected.
- F5Each restricted stock unit represents a right to receive one share of Fair Isaac common stock contingent upon continued employment.
- F6The 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.
- F7No expiration date.
- F8Each earned performance share unit represents a right to receive one share of Fair Isaac common stock contingent upon continued employment.
- F9The performance share units vest in four 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.