ACI WORLDWIDE, INC. — Director's Dealing 2013

Mar 12, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ONLINE RESOURCES CORP (ORCC)
CIK: 0000888953
Period of Report: 2013-03-11

Reporting Person: ACI WORLDWIDE, INC. (10% Owner)
Reporting Person: Ocelot Acquisition Corp. (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-03-11	Common Stock, par value $0.0001 per share	P	28588101	$3.85	Acquired	28588101	Indirect
2013-03-11	Common Stock, par value $0.0001 per share	P	24925134	$3.85	Acquired	53513235	Indirect
2013-03-11	Common Stock, par value $0.0001 per share	P	5943821	$3.85	Acquired	65000560	Indirect

Footnotes

F1: This form is a joint filing by ACI Worldwide, Inc., a Delaware corporation ("ACI"), and Ocelot Acquisition Corp., a Delaware corporation and direct wholly owned subsidiary of ACI ("Merger Sub").

F2: Shares of common stock, par value $0.0001 per share (the "Shares"), of Online Resources Corporation ("ORCC") acquired pursuant to the tender offer effected pursuant to the Transaction Agreement (the "Transaction Agreement"), dated as of January 30, 2013, by and among ACI, Merger Sub and ORCC (such tender offer, the "Offer").

F3: Shares were held by Merger Sub. As Merger Sub is a direct wholly owned subsidiary of ACI, ACI may be deemed to have acquired indirect beneficial ownership of the Shares.

F4: Shares acquired pursuant to the exercise of "top-up" option to purchase additional shares from ORCC, at $3.85 per share, under the terms of the Transaction Agreement.

F5: Reflects all of the outstanding Shares of ORCC not tendered in the Offer, which may be deemed to have been acquired by ACI and Merger Sub pursuant to the consummation of the Merger (as defined below).

F6: Following the exercise of the "top-up" option, Merger Sub was merged with and into ORCC, with ORCC surviving the merger as a direct wholly owned subsidiary of ACI pursuant to a "short form" merger under Delaware law (the "Merger"). At the effective time of the Merger, all of ORCC's previously outstanding Shares held by the reporting persons were canceled. Prior to the Merger, ACI held 1,000 shares of the common stock, par value $0.01 per share, of Merger Sub, which represented all of the issued and outstanding capital stock of Merger Sub. At the effective time of the Merger, the aggregate number of shares of common stock of Merger Sub was converted into that number of shares of common stock of the surviving corporation equal to the aggregate number of shares of common stock of ORCC outstanding as of immediately prior to the effective time of the Merger, on a fully diluted basis.