SEC Form 4 · accession 0001214659-18-006947

FAIR ISAAC CORP · FICO

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

James M Wehmann

Officer — Executive Vice President

Period of report

Nov 6, 2018

Accepted (ET)

Nov 7, 2018 · 3:56 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
Common Stock^F1	Nov 6, 2018	M	10,000	$43.90	A	99,726	D
Common Stock^F1,F2	Nov 6, 2018	S	2,000	$189.1897	D	97,726	D
Common Stock^F1,F3	Nov 6, 2018	S	4,800	$190.1738	D	92,926	D
Common Stock^F1,F4	Nov 6, 2018	S	916	$191.0436	D	92,010	D
Common Stock^F1,F5	Nov 6, 2018	S	1,213	$191.9928	D	90,797	D
Common Stock^F1,F6	Nov 6, 2018	S	1,071	$193.1467	D	89,726	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Performance Share Units^F8,F7,F9,F10	—	Nov 6, 2018	A	10,976	A	Dec 8, 2018	—	Common Stock	10,976	10,976	D
Non-Qualified Stock Option (Right to buy)^F11	$43.90	Nov 6, 2018	M	10,000	D	Apr 1, 2013	Mar 31, 2019	Common Stock	10,000	25,001	D

Explanation of responses

F1Exercised and Sold pursuant to reporting person's 10b5-1 plan.
F10No expiration date.
F11This option vests in four equal annual installments commencing on this date.
F2This transaction was executed in multiple trades at prices ranging from $188.61 to $189.59. 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.
F3This transaction was executed in multiple trades at prices ranging from $189.66 to $190.64. 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 $190.72 to $191.67. 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.
F5This transaction was executed in multiple trades at prices ranging from $191.72 to $192.47. 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.
F6This transaction was executed in multiple trades at prices ranging from $192.91 to $193.48. 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.
F7Each earned performance share unit represents a right to receive one share of Fair Isaac common stock contingent upon continued employment.
F8On November 6, 2018 the Leadership Development and Compensation Committee of the Board of Directors of Fair Isaac Corporation determined that the reporting person earned the number of performance share units reported on this Form 4 based on achievement of certain performance metrics.
F9The 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.

Remarks

EXHIBIT LIST - Exhibit 24 -- Power of Attorney for James M. Wehmann