SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

HEASLEY PHILIP G

(Last)

(First)

(Middle)

3520 KRAFT ROAD

SUITE 300

(Street)

NAPLES

34105

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ACI WORLDWIDE, INC. [ ACIW ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)	X	Other (specify below)
	CEO and President		CEO and President

3. Date of Earliest Transaction (Month/Day/Year)
12/02/2013

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	12/02/2013		M		50,000	A	$22.65	358,630	D
Common Stock	12/02/2013		S		50,000	D	$64.1543⁽¹⁾	308,630	D
Common Stock	12/02/2013		M		50,000	A	$22.65	358,630	D
Common Stock	12/02/2013		S		50,000	D	$64.1526⁽²⁾	308,630	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Non-Qualified Stock Option (right to buy)	$22.65	12/02/2013		M			50,000	⁽³⁾	03/09/2015	Common Stock	50,000	$0.0	450,000	D
Non-Qualified Stock Option (right to buy)	$22.65	12/02/2013		M			50,000	⁽³⁾	03/09/2015	Common Stock	50,000	$0.0	400,000	D

Explanation of Responses:

1. The sale price ranged from $63.355 to $65.05, with a weighted average sale price of $64.154297. 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.

2. The sale price ranged from $63.37 to $65.05, with a weighted average sale price of $64.152568. 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.

3. The options were granted pursuant to the Company's 2005 Equity and Performance Incentive Plan, as amended. The options vested in equal annual installments over a four year period beginning with the first anniversary of the date of grant. All options that were exercised were vested prior to exercise.

Remarks:

The shares identified herein were sold under Mr. Heasley's Rule 10b5-1 plan that was disclosed in the Company's Form 8-K dated June 13, 2013. Such shares were sold pursuant to the cashless exercise of options granted to Mr. Heasley on March 9, 2005 which would otherwise expire in accordance with their terms on March 9, 2015. As of the close of the stock market on December 4, 2013, Mr. Heasley's beneficial ownership of the securities reported herein is 934,641 shares, consisting of 308,630 shares directly owned and 626,011 shares subject to currently exercisable options with a weighted average exercise price of $24.848421.

	By: /s/ Theodore Rodriguez, Atty in Fact For: Philip G. Heasley	12/04/2013
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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