ACI WORLDWIDE, INC. — Director's Dealing 2015

Jun 11, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ACI WORLDWIDE, INC. (ACIW)
CIK: 0000935036
Period of Report: 2015-06-09

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-06-09	Common Stock	A	43351.0	$0.0	Acquired	1266202	Direct
2015-06-09	Common Stock	A	86702.0	$0.0	Acquired	1352904	Direct

Footnotes

F1: These performance-based restricted shares were granted pursuant to the Company's 2005 Equity and Performance Incentive Plan, as amended (the "Plan"). The reported number of performance-based restricted shares represents the number of on-target shares for the 2015 Performance Period. The vesting percentage may be greater or less than 100% of the on-target shares based on the Company's 2015 EBITDA performance. These performance-based restricted shares will vest, if at all, upon: (i) the reporting person's continued employment by the registrant, and (ii) subject to the reporting person's continued employment on such date, the Company achieving certain 2015 EBITDA performance objectives.

F2: The amount of securities owned has also been updated to include 447 shares acquired under the Company's 1999 Employee Stock Purchase Plan, as amended.

F3: These performance-based restricted shares were granted pursuant to the Plan. The reported number of performance-based restricted shares represents the number of on-target shares for the 2016 Performance Period. The vesting percentage may be greater or less than 100% of the on-target shares based on the Company's 2016 EBITDA performance. These performance-based restricted shares will vest, if at all, upon: (i) the reporting person's continued employment by the registrant, and (ii) subject to the reporting person's continued employment on such date, the Company achieving certain 2016 EBITDA performance objectives.