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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
| 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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Market Share Units | (3) | 12/08/2017 | A | 5,784 (4) | 12/08/2017 | (5) | Common Stock | 5,784 | $ 0 | 5,784 | D | ||||
| Market Share Units | (3) | 12/08/2017 | M | 5,784 | 12/08/2017 | (5) | Common Stock | 5,784 | $ 0 | 0 | D | ||||
| Market Share Units | (3) | 12/08/2017 | A | 4,384 (6) | 12/08/2017 | (5) | Common Stock | 4,384 | $ 0 | 4,384 | D | ||||
| Market Share Units | (3) | 12/08/2017 | M | 4,384 | 12/08/2017 | (5) | Common Stock | 4,384 | $ 0 | 0 | D | ||||
| Market Share Units | (3) | 12/08/2017 | A | 2,459 (7) | 12/08/2017 | (5) | Common Stock | 2,459 | $ 0 | 2,459 | D | ||||
| Market Share Units | (3) | 12/08/2017 | M | 2,459 | 12/08/2017 | (5) | Common Stock | 2,459 | $ 0 | 0 | D | ||||
| Performance Share Units | (8) | 12/08/2017 | M | 2,665 | 12/08/2015(9) | (5) | Common Stock | 2,665 | $ 0 | 0 | D | ||||
| Performance Share Units | (8) | 12/08/2017 | M | 3,656 | 12/08/2016(9) | (5) | Common Stock | 3,656 | $ 0 | 3,655 | D | ||||
| Performance Share Units | (8) | 12/08/2017 | M | 3,659 | 12/08/2017(9) | (5) | Common Stock | 3,659 | $ 0 | 7,318 | D | ||||
| Restricted Stock Units | (10) | 12/08/2017 | M | 1,644 | 12/08/2016(11) | (5) | Common Stock | 1,644 | $ 0 | 3,288 | D | ||||
| Restricted Stock Units | (10) | 12/08/2017 | M | 1,563 | 12/08/2017(11) | (5) | Common Stock | 1,563 | $ 0 | 4,687 | D | ||||
| Restricted Stock Units | (10) | 12/08/2017 | A | 4,720 | 12/08/2018(11) | (5) | Common Stock | 4,720 | $ 0 | 4,720 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Scadina Mark R 181 METRO DRIVE SAN JOSE, CA 95110 |
EVP, Gen. Counsel & Sec. | |||
| /s/Nancy E. Fraser, Attorney-in-fact | 12/11/2017 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (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) | Common stock holdings include ESPP reinvested dividends. |
| (3) | Each earned market share unit represents a right to receive one share of Fair Isaac common stock contingent upon continued employment. |
| (4) | On December 8, 2014, the reporting person was granted a target award of 8,676 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, 2015, 2016, 2017. The performance criteria for 2017 were met, resulting in the award of market share units being reported herein. |
| (5) | No expiration date. |
| (6) | On December 8, 2015, the reporting person was granted a target award of 6,576 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, 2016, 2017, 2018. The performance criteria for 2017 were met, resulting in the award of market share units being reported herein. |
| (7) | 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 2017 were met, resulting in the award of market share units being reported herein. |
| (8) | Each earned performance share unit represents a right to receive one share of Fair Isaac common stock contingent upon continued employment. |
| (9) | 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. |
| (10) | Each restricted stock unit represents a right to receive one share of Fair Isaac common stock contingent upon continued employment. |
| (11) | 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. |