| 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). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
FAIR ISAAC CORP [ FICO ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 12/05/2024 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 12/06/2024 | M | 7 | A | $185.05 | 19,926 | D | |||
| Common Stock | 12/06/2024 | S | 3 | D | $2,380 | 19,923 | D | |||
| Common Stock | 12/06/2024 | S | 2,573 | D | $2,390 | 17,350 | D | |||
| Common Stock | 85,081 | I | Scadina Revocable Trust | |||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Market Share Units | (1) | 12/05/2024 | A | 2,378(2) | 12/10/2024 | (5) | Common Stock | 2,378 | $0.00 | 0 | D | ||||
| Market Share Units | (1) | 12/05/2024 | A | 1,662(3) | 12/09/2024 | (5) | Common Stock | 1,662 | $0.00 | 831 | D | ||||
| Market Share Units | (1) | 12/05/2024 | A | 1,128(4) | 12/09/2024 | (5) | Common Stock | 1,128 | $0.00 | 1,127 | D | ||||
| Non-Qualified Stock Options (right to buy) | $185.05 | 12/06/2024 | M | 7 | 12/10/2019 | 12/09/2025 | Common Stock | 7 | $0.00 | 3,860 | D | ||||
| Explanation of Responses: |
| 1. Each earned market share unit represents a right to receive one share of Fair Isaac common stock contingent upon continued employment. |
| 2. On December 10, 2021, the reporting person was granted a target award of 3,567 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, 2022, 2023, 2024. The performance criteria for 2024 were met, resulting in the award of market share units being reported herein. |
| 3. On December 9, 2022, the reporting person was granted a target award of 2,493 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, 2023, 2024, 2025. The performance criteria for 2024 were met, resulting in the award of market share units being reported herein. |
| 4. On December 9, 2023, the reporting person was granted a target award of 1,691 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, 2024, 2025, 2026. The performance criteria for 2024 were met, resulting in the award of market share units being reported herein. |
| 5. No expiration date. |
| Remarks: |
| /s/ Carrie H. Darling, Attorney-in-fact | 12/09/2024 | |
| ** 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). | ||
| 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. | ||