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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^*

Huyard Wayne Elliot

(Last)

(First)

(Middle)

181 METRO DRIVE

(Street)

SAN JOSE

95110

(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)
12/08/2017

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	12/08/2017		M		31,039	A	$0.00	36,800	D
Common Stock	12/08/2017		F		14,888⁽¹⁾	D	$157.31	21,912	D

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)
Market Share Units	⁽²⁾	12/08/2017		A		6,666⁽³⁾		12/08/2017	⁽⁴⁾	Common Stock	6,666	$0.00	6,666	D
Market Share Units	⁽²⁾	12/08/2017		M			6,666	12/08/2017	⁽⁴⁾	Common Stock	6,666	$0.00	0	D
Market Share Units	⁽²⁾	12/08/2017		A		5,600⁽⁵⁾		12/08/2017	⁽⁴⁾	Common Stock	5,600	$0.00	5,600	D
Market Share Units	⁽²⁾	12/08/2017		M			5,600	12/08/2017	⁽⁴⁾	Common Stock	5,600	$0.00	0	D
Market Share Units	⁽²⁾	12/08/2017		A		2,859⁽⁶⁾		12/08/2017	⁽⁴⁾	Common Stock	2,859	$0.00	2,859	D
Market Share Units	⁽²⁾	12/08/2017		M			2,859	12/08/2017	⁽⁴⁾	Common Stock	2,859	$0.00	0	D
Performance Share Units	⁽⁷⁾	12/08/2017		M			3,072	12/08/2015⁽⁸⁾	⁽⁴⁾	Common Stock	3,072	$0.00	0	D
Performance Share Units	⁽⁷⁾	12/08/2017		M			4,670	12/08/2016⁽⁸⁾	⁽⁴⁾	Common Stock	4,670	$0.00	4,669	D
Performance Share Units	⁽⁷⁾	12/08/2017		M			4,255	12/08/2017⁽⁸⁾	⁽⁴⁾	Common Stock	4,255	$0.00	8,510	D
Restricted Stock Units	⁽⁹⁾	12/08/2017		M			2,100	12/08/2016⁽¹⁰⁾	⁽⁴⁾	Common Stock	2,100	$0.00	4,200	D
Restricted Stock Units	⁽⁹⁾	12/08/2017		M			1,817	12/08/2017⁽¹⁰⁾	⁽⁴⁾	Common Stock	1,817	$0.00	5,451	D
Restricted Stock Units	⁽⁹⁾	12/08/2017		A		5,488		12/08/2018⁽¹⁰⁾	⁽⁴⁾	Common Stock	5,488	$0.00	5,488	D

Explanation of Responses:

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

3. On December 8, 2014, the reporting person was granted a target award of 10,000 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.

4. No expiration date.

5. On December 8, 2015, the reporting person was granted a target award of 8,400 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.

6. On December 8, 2016, the reporting person was granted a target award of 7,268 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.

7. Each earned performance share unit represents a right to receive one share of Fair Isaac common stock contingent upon continued employment.

8. 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.

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

10. 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.

Remarks:

	/s/Nancy E. Fraser, Attorney-in-fact	12/11/2017
	** 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.
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