ACI WORLDWIDE, INC. — Director's Dealing 2016

Jun 13, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ACI WORLDWIDE, INC. (ACIW)
CIK: 0000935036
Period of Report: 2016-06-08

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-06-08	Common Stock	M	4863.0	$10.87	Acquired	1389266	Direct
2016-06-08	Common Stock	S	4863.0	$22.0	Disposed	1384403	Direct
2016-06-09	Common Stock	D	16439.0	$21.73	Disposed	1367964	Direct
2016-06-09	Common Stock	J	4162.0	$0.0	Disposed	1363802	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-06-08	Non-Qualified Stock Option (right to buy)	$10.87	M	4863.0	Disposed	2017-07-24	Common Stock (4863)	Direct

Footnotes

F1: Represents shares surrendered by the reporting person to pay the tax liability due upon the vesting of one-third of his performance-based restricted stock award granted on June 9, 2015.

F2: The performance-based restricted stock referred to in footnote 1 was earned at 90.4%. These shares reflect the remaining 9.6% of the unearned shares.

F3: The options were granted pursuant to the ACI Worldwide, Inc. 2005 Equity and Performance Incentive Plan, as amended. The shares identified herein were sold under Mr. Heasley's Rule 10b5-1 plan dated March 17, 2016. Such shares were sold pursuant to the cashless exercise of options granted to Mr. Heasley on July 24, 2007, which would otherwise expire in accordance with their terms on July 24, 2017. As of the date of this report, Mr. Heasley's beneficial ownership of the securities reported herein is 2,101,758 shares, consisting of 1,363,802 shares directly owned and 737,956 shares subject to currently exercisable options with a weighted average exercise price of $13.61.