ACI WORLDWIDE, INC. — Director's Dealing 2016

Feb 25, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ACI WORLDWIDE, INC. (ACIW)
CIK: 0000935036
Period of Report: 2016-02-23

Reporting Person: BYRNES DENNIS (EVP, CAO,General Counsel & Sec)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-02-23	Common Stock	A	13415.0	$0.0	Acquired	293729	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-02-23	Non-Qualified Stock Option (right to buy)	$17.89	A	72333.0	Acquired	2026-02-23	Common Stock (72333)	Direct
2016-02-23	Non-Qualified Stock Option (right to buy)	$17.89	A	12055.0	Acquired	2026-02-23	Common Stock (12055)	Direct
2016-02-23	Non-Qualified Stock Option (right to buy)	$17.89	A	12055.0	Acquired	2026-02-23	Common Stock (12055)	Direct
2016-02-23	Non-Qualified Stock Option (right to buy)	$17.89	A	12056.0	Acquired	2026-02-23	Common Stock (12056)	Direct

Footnotes

F1: Represents restricted shares granted on February 23, 2016 pursuant to the Company's 2005 Equity and Performance Incentive Plan, as amended. The restrictions on these shares of restricted stock will generally lapse with respect to 50% of the shares on July 1, 2016 and 50% of the shares on July 1, 2017.

F2: The amount of securities owned has also been updated to include 1,281 shares acquired under the Company's 1999 Employee Stock Purchase Plan, as amended.

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.

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 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 ("Stock Price")has met or exceeded $23.79 for at least 20 consecutive trading days.

F5: 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 Stock Price has met or exceeded $29.88 for at least 20 consecutive trading days.

F6: 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 Stock Price has met or exceeded $35.78 for at least 20 consecutive trading days.