ACI WORLDWIDE, INC. — Director's Dealing 2015

Jan 28, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ACI WORLDWIDE, INC. (ACIW)
CIK: 0000935036
Period of Report: 2015-01-26

Reporting Person: Frate Daniel J (Group President)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-01-26	Non-Qualified Stock Option (right to buy)	$19.08	A	62992.0	Acquired	2025-01-26	Common Stock (62992)	Direct
2015-01-26	Non-Qualified Stock Option (right to buy)	$19.08	A	10498.0	Acquired	2025-01-26	Common Stock (10498)	Direct
2015-01-26	Non-Qualified Stock Option (right to buy)	$19.08	A	10499.0	Acquired	2025-01-26	Common Stock (10499)	Direct
2015-01-26	Non-Qualified Stock Option (right to buy)	$19.08	A	10499.0	Acquired	2025-01-26	Common Stock (10499)	Direct

Footnotes

F1: These options were granted pursuant to the Company's 2005 Equity and Performance Incentive Plan, as amended (the "Plan"). The options vest in equal annual installments over a three year period beginning with the first anniversary of the date of grant.

F2: These options were granted pursuant to the Plan and will become exercisable, if at all, upon: (i) the reporting person's continued employment by the registrant as of the third anniversary of the date of grant, and (ii) subject to the reporting person's continued employment on such date, the first date, which must be on or before the fifth anniversary of the date of grant, that the closing price per share of of the registrant's common stock on the NASDAQ Global Select Stock Market has met or exceeded $25.38 for at least 20 consecutive trading days.

F3: These options were granted pursuant to the Plan and will become exercisable, if at all, upon: (i) the reporting person's continued employment by the registrant as of the fourth anniversary of the date of grant, and (ii) subject to the reporting person's continued employment on such date, the first date, which must be on or before the fifth anniversary of the date of grant, that the closing price per share of of the registrant's common stock on the NASDAQ Global Select Stock Market has met or exceeded $31.87 for at least 20 consecutive trading days.

F4: These options were granted pursuant to the Plan and will become exercisable, if at all, upon: (i) the reporting person's continued employment by the registrant as of the fifth anniversary of the date of grant, and (ii) subject to the reporting person's continued employment on such date, the first date, which must be on or before the fifth anniversary of the date of grant, that the closing price per share of of the registrant's common stock on the NASDAQ Global Select Stock Market has met or exceeded $38.16 for at least 20 consecutive trading days.