| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
S1 CORP /DE/ [ SONE ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/10/2012 | ||||||||||||||||||||||||||
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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 | 02/10/2012 | U | 223,263 | D | (1) | 206,667 | D | |||
| Common Stock | 02/13/2012 | D | 80,000 | D | (2) | 126,667 | D | |||
| Common Stock | 02/13/2012 | D | 126,667 | D | (3) | 0 | D | |||
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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 | ||||||||
| Employee Stock Option (Right to Buy) | $4.15 | 02/13/2012 | D | 150,000 | (4) | 11/08/2015 | Common Stock | 150,000 | $6.128(4) | 0 | D | ||||
| Employee Stock Option (Right to Buy) | $4.86 | 02/13/2012 | D | 450,189 | (5) | 11/01/2016 | Common Stock | 450,189 | $5.418(5) | 0 | D | ||||
| Employee Stock Option (Right to Buy) | $6.05 | 02/13/2012 | D | 180,000 | (6) | 06/05/2020 | Common Stock | 180,000 | $4.228(6) | 0 | D | ||||
| Employee Stock Option (Right to Buy) | $6.38 | 02/13/2012 | D | 250,000 | (7) | 05/28/2018 | Common Stock | 250,000 | $3.898(7) | 0 | D | ||||
| Employee Stock Option (Right to Buy) | $7.12 | 02/13/2012 | D | 100,000 | (8) | 06/11/2019 | Common Stock | 100,000 | $3.158(8) | 0 | D | ||||
| Employee Stock Option (Right to Buy) | $8.97 | 02/13/2012 | D | 75,000 | 12/24/2007 | 12/24/2014 | Common Stock | 75,000 | $1.308(9) | 0 | D | ||||
| Explanation of Responses: |
| 1. Disposed of pursuant to the terms of the Transaction Agreement, dated as of October 3, 2011 (the "Transaction Agreement"), by and among S1 Corporation, ACI Worldwide, Inc. and Antelope Investment Co. LLC in exchange for (i) $10.00 in cash or (ii) 0.3148 of a share of ACI Worldwide, Inc. common stock, subject to proration, per share. Mr. Dreyer elected to tender all of his shares of S1 Corporation common stock for stock consideration, which as of February 10, 2012 (the date ACI Worldwide, Inc. accepted all shares tendered in the tender offer) had a market value of $10.50 per share. |
| 2. Disposed of pursuant to the terms of the Transaction Agreement in exchange for 23,920 shares of ACI Worldwide, Inc. common stock having a market value of $35.47 per share on the trading day immediately prior to the effective time of the merger. |
| 3. Disposed of pursuant to the terms of the Transaction Agreement. Each share was exchanged for $6.62 in cash and 0.1064 of a share of ACI Worldwide, Inc. common stock, for a total market value of $10.278 per share as of the effective time of the merger. |
| 4. This option, which previously vested in four equal annual installments ending on November 8, 2009, was cancelled in the merger in exchange for a cash payment of $919,200, representing the difference between the exercise price of the option and $10.278, which represents the Blended Value (as defined in the Transaction Agreement) of the merger consideration as of the effective time of the merger. |
| 5. This option, which previously vested, was cancelled in the merger in exchange for a cash payment of $2,439,124, representing the difference between the exercise price of the option and $10.278, which represents the Blended Value (as defined in the Transaction Agreement) of the merger consideration as of the effective time of the merger. |
| 6. This option, which provided for vesting in four equal annual installments beginning on June 5, 2011, was cancelled in the merger in exchange for a cash payment of $761,040, representing the difference between the exercise price of the option and $10.278, which represents the Blended Value (as defined in the Transaction Agreement) of the merger consideration as of the effective time of the merger. |
| 7. This option, which previously vested in two equal annual installments ending on May 28, 2010, was cancelled in the merger in exchange for a cash payment of $974,500, representing the difference between the exercise price of the option and $10.278, which represents the Blended Value (as defined in the Transaction Agreement) of the merger consideration as of the effective time of the merger. |
| 8. This option, which provided for vesting in three equal annual installments beginning on June 11, 2010, was cancelled in the merger in exchange for a cash payment of $315,800, representing the difference between the exercise price of the option and $10.278, which represents the Blended Value (as defined in the Transaction Agreement) of the merger consideration as of the effective time of the merger. |
| 9. This option was cancelled in the merger in exchange for a cash payment of $98,100, representing the difference between the exercise price of the option and $10.278, which represents the Blended Value (as defined in the Transaction Agreement) of the merger consideration as of the effective time of the merger. |
| Remarks: |
| /s/ R. Daniel Keating, Attorney-in-Fact | 02/14/2012 | |
| ** 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. | ||