ACI WORLDWIDE, INC. — Director's Dealing 2017

Mar 6, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ACI WORLDWIDE, INC. (ACIW)
CIK: 0000935036
Period of Report: 2017-03-02

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-03-02	Common Stock	M	295137	$10.87	Acquired	1653236	Direct
2017-03-02	Common Stock	S	295137	$22.0187	Disposed	1358099	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-03-02	Non-Qualified Stock Option (right to buy)	$10.87	M	295137	Disposed	2017-07-24	Common Stock (295137)	Direct

Footnotes

F1: The amount of securities owned has been updated to include 616 shares acquired under the Company's 1999 Employee Stock Purchase Plan, as amended.

F2: The sale price ranged from $22 to $22.32, with a weighted average sale price of $22.018744. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

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. Accordingly, these transactions also conclude Mr. Heasley's 10b5-1 plan established with respect to those options. 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 2,027,480 shares, consisting of 1,358,099 shares directly owned and 699,381shares subject to currently exercisable options with a weighted average exercise price of $16.60.