Sec Form 4 Filing - HEASLEY PHILIP G @ ACI WORLDWIDE, INC. - 2013-09-11

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
HEASLEY PHILIP G
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
(Last) (First) (Middle)
3520 KRAFT ROAD, SUITE 300
3. Date of Earliest Transaction (MM/DD/YY)
09/11/2013
(Street)
NAPLES, FL34105
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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)
Code V Amount (A) or (D) Price
Common Stock 09/11/2013 M 50,000 A $ 22.65 358,630 D
Common Stock 09/11/2013 S 50,000 D $ 50.5696 ( 1 ) 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Non-Qualified Stock Option (right to buy) $ 22. 65 09/11/2013 M 50,000 ( 2 ) 03/09/2015 Common Stock 50,000 $ 0 700,000 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
HEASLEY PHILIP G
3520 KRAFT ROAD
SUITE 300
NAPLES, FL34105
X CEO and President CEO and President
Signatures
By: /s/ Theodore Rodriguez, Atty in Fact For: Philip G. Heasley 09/13/2013
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The sale price ranged from $50.50 to $50.77, with a weighted average sale price of $50.569596. 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 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 date of this report, Mr. Heasley's beneficial ownership of the securities reported herein is 801,503 shares, consisting of 308,630 shares directly owned and 492,873 shares subject to currently exercisable options with a weighted average exercise price of $24.57. Mr. Heasley has the right to acquire an additional 400,000 shares pursuant to options with an exercise price of $22.65, the vesting of which are subject to the attainment by the issuer prior to March 9, 2015 of a market price of at least $50 per share for 60 consecutive trading days.

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