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*
BLUM CAPITAL PARTNERS LP

(Last) (First) (Middle)

(Street)

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
FAIR ISAAC CORP [ FIC ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
07/14/2003
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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)
Code V Amount (A) or (D) Price
Common Stock 07/14/2003 S(1) 164,900 D 53.6298 4,642,920 I(3)(4) Direct (5)(6)(7)(8)(9)(10)(11)(12)(13)
Common Stock 07/14/2003 S(2) 35,500 D 53.6298 4,642,920 I(3)(4) Direct (5)(6)(7)(8)(9)(10)(11)(12)(13)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
BLUM CAPITAL PARTNERS LP

(Last) (First) (Middle)

(Street)

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
RICHARD C BLUM & ASSOCIATES INC

(Last) (First) (Middle)

(Street)

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
BLUM STRATEGIC GP LLC

(Last) (First) (Middle)

(Street)

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
BLUM STRATEGIC GP II LLC

(Last) (First) (Middle)

(Street)

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. These shares were sold by the Carpenters Pension Trust for Southern California ("Carpenters").
2. These shares were sold by United Brotherhood of Carpenters Pension Plan ("UBC").
3. 659,846 of these shares are owned directly by Carpenters. Carpenters disclaims membership in a group with any of the Reporting Persons and therefore is not subject to Section 16. Blum Capital Partners, L.P. ("Blum LP"), a registered investment advisor, has voting and investment discretion with respect to the shares owned by Carpenters, but no Reporting Person has a reportable pecuniary interest in any of the shares owned by Carpenters.
4. 142,205 of these shares are owned directly by UBC. UBC disclaims membership in a group with any of the Reporting Persons and therefore is not subject to Section 16. Blum LP, a registered investment advisor, has voting and investment discretion with respect to the shares owned by UBC, but no Reporting Person has a reportable pecuniary interest in any of the shares owned by UBC.
5. 132,573 of these shares are owned directly by Stinson Capital Fund (Cayman), Ltd.
6. 553,647 of these shares are owned directly by Stinson Capital Partners, L.P.
7. 357,276 of these shares are owned directly by Stinson Capital Partners II, L.P.
8. 239,156 of these shares are owned directly by Stinson Capital Partners III, L.P.
9. 582,471 of these shares are owned directly by Stinson Capital Partners (QP), L.P.
10. 133,853 of these shares are owned directly by BK Capital Partners IV, L.P.
11. 536,625 of these shares are owned directly by Blum Strategic Partners, L.P. ("Strategic") The shares also may be deemed to be owned indirectly by (i) Blum Strategic GP, L.L.C. ("Blum GP"), the general partner of Strategic, and (ii) Richard C. Blum, a managing member of Blum GP. Both Blum GP and Mr. Blum disclaim beneficial ownership of these shares, except to the extent of any pecuniary interest therein.
12. 1,305,268 of these shares are owned directly by Blum Strategic Partners II, L.P. ("Strategic II") and Blum Strategic Partners II GmbH & Co. KG ("Strategic II KG"). The shares also may be deemed to be owned indirectly by (i) Blum Strategic GP II, L.L.C. ("Blum GP II"), the general partner of Strategic II and the managing limited partner of Strategic II KG, and (ii) Richard C. Blum, a managing member of Blum GP II. Both Blum GP II and Mr. Blum disclaim beneficial ownership of these shares, except to the extent of any pecuniary interest therein.
13. These shares may be deemed to be owned indirectly by the following parties: (i) Blum LP, an investment manager with voting and investment discretion for the investment advisory account described in Note (5) and the general partner of the limited partnerships described in Notes (6), (7), (8), (9) and (10); (ii) Richard C. Blum & Associates, Inc. ("RCBA Inc."), the general partner of Blum LP; and (iii) Richard C. Blum, a significant stockholder and chairman of RCBA Inc. Blum LP, RCBA Inc. and Mr. Blum disclaim beneficial ownership of these shares except to the extent of any pecuniary interest therein.
See Attached Signature Page 07/15/2003
** 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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