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
OMB APPROVAL
OMB Number: 3235-0287
Expires: December 31, 2014
Estimated average burden
hours per response: 0.5
  
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*
HEASLEY PHILIP G

(Last) (First) (Middle)
3520 KRAFT ROAD
SUITE 300

(Street)
NAPLES FL 34105

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
ACI WORLDWIDE, INC. [ ACIW ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) X Other (specify below)
CEO and President / CEO and President
3. Date of Earliest Transaction (Month/Day/Year)
12/12/2013
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)
Code V Amount (A) or (D) Price
Common Stock 12/16/2013 M 2,600 A $22.65 311,230 D
Common Stock 12/16/2013 S 2,600 D $63.0342 (1) 308,630 D
Common Stock 12/17/2013 M 31,300 A $22.65 339,930 D
Common Stock 12/17/2013 S 31,300 D $63.0611 (2) 308,630 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Non-Qualified Stock Option (right to buy) $22.65 12/16/2013 M 2,600 (3) 03/09/2015 Common Stock 2,600 $0.0 397,400 D
Non-Qualified Stock Option (right to buy) $22.65 12/17/2013 M 31,300 (3) 03/09/2015 Common Stock 31,300 $0.0 366,100 D
Non-Qualified Stock Option (right to buy) $61.54 12/12/2013 A 46,129 (4) 12/12/2023 Common Stock 46,129 $0.0 46,129 D
Explanation of Responses:
1. The sale price ranged from $63.00 to $63.09, with a weighted average sale price of $63.034231. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
2. The sale price ranged from $63.00 to $63.161, with a weighted average sale price of $63.0611. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
3. The options are granted pursuant to the Transaction Systems Architects 2005 Equity and Performance Incentive Plan. This option will vest, if at all, upon the attainment by the company, at any time following March 9, 2007, of a market price per share of the company's common stock of at least $50 per share for 60 consecutive trading days.
4. The options were granted pursuant to the Company's 2005 Equity and Performance Incentive Plan, as amended. The options vest in equal annual installments over a three year period beginning with the first anniversary of the date of grant.
Remarks:
The shares identified herein were sold under Mr. Heasley's Rule 10b5-1 plan. Such shares were sold pursuant to the cashless exercise of options granted to Mr. Heasley on March 9, 2005 which would otherwise expire in accordance with their terms on March 9, 2015. As of the close of the stock market on December 4, 2013, Mr. Heasley's beneficial ownership of the securities reported herein is 918,647 shares, consisting of 308,630 shares directly owned and 610,017 shares subject to currently exercisable options with a weighted average exercise price of $25.090694.
By: /s/ Dennis Byrnes, Attorney in Fact For: Philip G. Heasley 12/17/2013
** 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.