SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Leonard Michael S

(Last)

(First)

(Middle)

901 MARQUETTE AVENUE

SUITE 3200

(Street)

MINNEAPOLIS

55402

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/07/2012

3. Issuer Name and Ticker or Trading Symbol
FAIR ISAAC CORP [ FICO ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	CAO and Vice President

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	2,393.3995⁽¹⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Non-Qualified Stock Options (right to buy)	⁽²⁾	11/16/2013	Common Stock	1,200	$35.5	D
Non-Qualified Stock Options (right to buy)	⁽²⁾	08/01/2014	Common Stock	1,050	$28.75	D
Non-Qualified Stock Options (right to buy)	⁽²⁾	11/14/2014	Common Stock	3,000	$32.01	D
Non-Qualified Stock Options (right to buy)	⁽²⁾	12/19/2012	Common Stock	2,000	$43.58	D
Non-Qualified Stock Options (right to buy)	12/13/2012⁽³⁾	12/12/2018	Common Stock	3,750	$35.99	D
Restricted Stock Units	08/24/2012⁽⁴⁾	⁽⁵⁾	Common Stock	1,500	$0.00⁽⁶⁾	D
Restricted Stock Units	12/18/2012⁽⁴⁾	⁽⁵⁾	Common Stock	1,000	$0.00⁽⁶⁾	D
Restricted Stock Units	07/23/2012⁽⁷⁾	⁽⁵⁾	Common Stock	1,875	$0.00⁽⁶⁾	D
Restricted Stock Units	12/13/2012⁽⁷⁾	⁽⁵⁾	Common Stock	750	$0.00⁽⁶⁾	D
Restricted Stock Units	12/13/2012⁽⁸⁾	⁽⁵⁾	Common Stock	3,750	$0.00⁽⁶⁾	D

Explanation of Responses:

1. Common stock holdings include ESPP purchases and reinvested dividends.

2. This option is fully vested and exercisable.

3. This option vests in four equal annual installments commencing on this date.

4. The remaining restricted stock units vest in two equal annual installments commencing on this date and vested shares will be delivered to the reporting person as soon as practicable thereafter.

5. No expiration date.

6. Each restricted stock unit represents a right to receive one share of Fair Isaac common stock contingent upon continued employment.

7. The remaining restricted stock 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.

8. The remaining 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.

Remarks:

	/s/ Nancy E. Fraser, Attorney-in-fact	02/07/2012
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.