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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 | ||||||||
Restricted Stock Units | (1) | 12/08/2014 | A | 4,477 | 12/08/2015(2) | (3) | Common Stock | 4,477 | $ 0 | 4,477 | D | ||||
Restricted Stock Units | (1) | 12/08/2014 | A | 6,591 (4) | 12/08/2015(2) | (3) | Common Stock | 6,591 | $ 0 | 6,591 | D | ||||
Non Qualified Stock Option (right to buy) | $ 72.06 | 12/08/2014 | A | 24,299 (4) | 12/08/2015(5) | 12/07/2021 | Common Stock | 24,299 | $ 0 | 24,299 | D | ||||
Non Qualified Stock Option (right to buy) | $ 72.06 | 12/08/2014 | A | 16,505 | 12/08/2015(5) | 12/07/2021 | Common Stock | 16,505 | $ 0 | 16,505 | D | ||||
Market Share Units | (6) | 12/08/2014 | A | 2,989 (7) | 12/13/2014 | (3) | Common Stock | 2,989 | $ 0 | 2,989 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Wells Stuart 181 METRO DRIVE SAN JOSE, CA 95110 |
Executive Vice President |
/s/Nancy E. Fraser, Attorney-in-fact | 12/09/2014 | |
**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) | Each restricted stock unit represents a right to receive one share of Fair Isaac common stock contingent upon continued employment. |
(2) | 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. |
(3) | No expiration date. |
(4) | The reporting person was granted a special long-term incentive award he elected to take in the form of restricted stock units and stock options pursuant to the election terms approved by the Leadership Development and Compensation Committee. |
(5) | This option vests in four equal annual installments commencing on this date. |
(6) | Each earned market share unit represents a right to receive one share of Fair Isaac common stock contingent upon continued employment. |
(7) | On December 13, 2013, the reporting person was granted a target award of 9,747 market share units. The award is scheduled to vest 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, 2014, 2015, and 2016. The performance criteria for 2014 were met, resulting in the award of 2,989 market share units which will vest on December 13, 2014. |