SEC FORM 4

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Behl Nikhil

(Last)

(First)

(Middle)

5 WEST MENDENHALL

SUITE 105

(Street)

BOZEMAN

59715

(City)

(State)

(Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
12/09/2023

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	12/09/2023		M		328	A	$0.00	392.0361⁽¹⁾	D
Common Stock	12/09/2023		F		163⁽²⁾	D	$1,134.39	229.0361	D
Common Stock	12/10/2023		M		1,361	A	$0.00	1,590.0361	D
Common Stock	12/10/2023		F		677⁽²⁾	D	$1,134.39	913.0361	D
Common Stock								9,363	I	Trust of Nikhil Behl & Malvika Behl

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽³⁾	12/09/2023		A		1,184		12/09/2024⁽⁴⁾	⁽⁵⁾	Common Stock	1,184	$0.00	1,184	D
Restricted Stock Units	⁽³⁾	12/09/2023		M		328		12/09/2023⁽⁴⁾	⁽⁵⁾	Common Stock	328	$0.00	981	D
Restricted Stock Units	⁽³⁾	12/10/2023		M		511		12/10/2020⁽⁴⁾	⁽⁵⁾	Common Stock	511	$0.00	0	D
Restricted Stock Units	⁽³⁾	12/10/2023		M		382		12/10/2021⁽⁴⁾	⁽⁵⁾	Common Stock	382	$0.00	382	D
Restricted Stock Units	⁽³⁾	12/10/2023		M		468		12/10/2022⁽⁴⁾	⁽⁵⁾	Common Stock	468	$0.00	936	D

Explanation of Responses:

1. Includes 10.729 shares acquired under the FICO Employee Stock Purchase Plan on August 31, 2023.

2. Shares withheld by Company for payment of taxes due at vesting from earned market share units, earned performance share units and restricted stock units.

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

4. 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.

5. No expiration date.

Remarks:

	/s/ Carrie H. Darling, Attorney-in-fact	12/12/2023
	** 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 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).
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