Sec Form 4 Filing - HEASLEY PHILIP G @ ACI WORLDWIDE, INC. - 2016-05-09

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) _____ Other (specify below) CEO and President (Last) (First) (Middle) 3520 KRAFT ROAD, SUITE 300 3. Date of Earliest Transaction (MM/DD/YY) 05/09/2016 (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 05/09/2016 M 30,956 A $ 8.8767 1,415,359 ( 1 ) D Common Stock 05/09/2016 S 30,956 D $ 20.1908 ( 2 ) 1,384,403 D Common Stock 05/10/2016 M 73,864 A $ 8.8767 1,458,267 D Common Stock 05/10/2016 S 73,864 D $ 20.2778 ( 3 ) 1,384,403 D Common Stock 05/11/2016 M 26,850 A $ 8.8767 1,411,253 D Common Stock 05/11/2016 S 26,850 D $ 20.2415 ( 4 ) 1,384,403 D Common Stock 05/11/2016 M 61,151 A $ 9.6467 1,445,554 D Common Sto ck 05/11/2016 S 61,151 D $ 20.1987 ( 5 ) 1,384,403 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) $ 8.8767 05/09/2016 M 30,956 ( 6 ) 12/01/2020 Common Stock 30,956 $ 0 100,714 D Non-Qualified Stock Option (right to buy) $ 8.8767 05/10/2016 M 73,864 ( 6 ) 12/01/2020 Common Stock 73,864 $ 0 26,850 D Non-Qualified Stock Option (right to buy) $ 8.8767 05/11/2016 M 26,850 ( 6 ) 12/01/2020 Common Stock 26,850 $ 0 0 D Non-Qualified Stock Option (right to buy) $ 9.6467 05/11/2016 M 61,151 ( 6 ) 12/08/2021 Common Stock 61,151 $ 0 100,003 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 Signatures By: Dennis Byrnes, Attorney in Fact For: Philip G. Heasley 05/11/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The amount of securities owned has been updated to include 534 shares acquired under the Company's 1999 Employee Stock Purchase Plan, as amended. ( 2 )The sale price ranged from $20.12 to $20.295, with a weighted average sale price of $20.19082. 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 sale price ranged from $20.04 to $20.40, with a weighted average sale price of $20.27775. 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. ( 4 )The sale price ranged from $20.09 to $20.46, with a weighted average sale price of $20.241502. 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. ( 5 )The sale price ranged from $20.08 to $20.33, with a weighted average sale price of $20.198715. 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. ( 6 )The options were granted pursuant to the ACI Worldwide, Inc. 2005 Equity and Performance Incentive Plan, as amended.

Remarks: The shares identified herein were sold pursuant to the cashless exercise of options granted to Mr. Heasley on December 1, 2010 and December 8, 2011, the proceeds of which are intended to satisfy certain tax obligations.As of the date of this report, Mr. Heasley's beneficial ownership of the securities reported herein is 2,127,222 shares, consisting of 742,819 shares subject to currently exercisable options with a weighted average exercise price of $13.59 and 1,384,403 shares directly owned.

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