ACI WORLDWIDE, INC. — Director's Dealing 2012

Dec 5, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ACI WORLDWIDE, INC. (ACIW)
CIK: 0000935036
Period of Report: 2012-12-03

Reporting Person: HEASLEY PHILIP G (Director, CEO and President, CEO and President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-12-04	Common Stock	M	15556	$19.76	Acquired	278164	Direct
2012-12-04	Common Stock	S	15556	$42.7996	Disposed	262608	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-12-04	Non-Qualified Stock Option (right to buy)	$19.76	M	15556	Disposed	2018-09-16	Common Stock (15556)	Direct
2012-12-03	Non-Qualified Stock Option (right to buy)	$42.81	A	55524	Acquired	2022-12-03	Common Stock (55524)	Direct

Footnotes

F1: The sale price ranged from $42.76 to $43.024, with a weighted average sale price of $42.799633. 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.

F2: The options were granted pursuant to the Company's 2005 Equity and Performance Incentive Plan, as amended. The options vested in equal annual installments over a three year period beginning with the first anniversary of the date of grant. All options that were exercised were vested prior to exercise.

F3: 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.