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 OF SECURITIES 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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(Print or Type Responses)

1. Name and Address of Reporting Person * ACI WORLDWIDE, INC.   2. Issuer Name and Ticker or Trading Symbol ONLINE RESOURCES CORP [ORCC] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 3520 KRAFT RD, SUITE 300 3. Date of Earliest Transaction (Month/Day/Year) 03/11/2013 (Street) NAPLES, FL 34105 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) ___ Form filed by One Reporting Person _X_ 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 (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) Code V Amount (A) or (D) Price Common Stock, par value $0.0001 per share (1) (2) 03/11/2013   P   28,588,101 A $ 3.85 28,588,101 I See Footnote (3) Common Stock, par value $0.0001 per share (4) 03/11/2013   P   24,925,134 A $ 3.85 53,513,235 I See Footnote (3) Common Stock, par value $0.0001 per share 03/11/2013   P   5,943,821 (5) A $ 3.85 65,000,560 (6) I See Footnote (3)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 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

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
ACI WORLDWIDE, INC. 3520 KRAFT RD SUITE 300 NAPLES, FL 34105		X
Ocelot Acquisition Corp. 3520 KRAFT RD SUITE 300 NAPLES, FL 34105		X

Signatures

/s/ Dennis P. Byrnes, Executive Vice President, Chief Administrative Officer, General Counsel and Secretary for ACI Worldwide, Inc.		03/12/2013
**Signature of Reporting Person		Date
/s/ Dennis P. Byrnes, President for Ocelot Acquisition Corp.		03/12/2013
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	This form is a joint filing by ACI Worldwide, Inc., a Delaware corporation ("ACI"), and Ocelot Acquisition Corp., a Delaware corporation and direct wholly owned subsidiary of ACI ("Merger Sub").
(2)	Shares of common stock, par value $0.0001 per share (the "Shares"), of Online Resources Corporation ("ORCC") acquired pursuant to the tender offer effected pursuant to the Transaction Agreement (the "Transaction Agreement"), dated as of January 30, 2013, by and among ACI, Merger Sub and ORCC (such tender offer, the "Offer").
(3)	Shares were held by Merger Sub. As Merger Sub is a direct wholly owned subsidiary of ACI, ACI may be deemed to have acquired indirect beneficial ownership of the Shares.
(4)	Shares acquired pursuant to the exercise of "top-up" option to purchase additional shares from ORCC, at $3.85 per share, under the terms of the Transaction Agreement.
(5)	Reflects all of the outstanding Shares of ORCC not tendered in the Offer, which may be deemed to have been acquired by ACI and Merger Sub pursuant to the consummation of the Merger (as defined below).
(6)	Following the exercise of the "top-up" option, Merger Sub was merged with and into ORCC, with ORCC surviving the merger as a direct wholly owned subsidiary of ACI pursuant to a "short form" merger under Delaware law (the "Merger"). At the effective time of the Merger, all of ORCC's previously outstanding Shares held by the reporting persons were canceled. Prior to the Merger, ACI held 1,000 shares of the common stock, par value $0.01 per share, of Merger Sub, which represented all of the issued and outstanding capital stock of Merger Sub. At the effective time of the Merger, the aggregate number of shares of common stock of Merger Sub was converted into that number of shares of common stock of the surviving corporation equal to the aggregate number of shares of common stock of ORCC outstanding as of immediately prior to the effective time of the Merger, on a fully diluted basis.

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