Edgar Filing: ACI WORLDWIDE, INC.

Ownership Submission

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

OMB APPROVAL

OMB Number:

3235-0287

Expires:

January 31, 2005

Estimated average burden hours per response...

0.5

(Print or Type Responses)

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 (Month/Day/Year)
05/09/2016

(Street)

NAPLES, FL 34105

4. If Amendment, Date 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

(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)
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	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 Stock	05/11/2016		S		61,151	D	$ 20.1987 ⁽⁵⁾	1,384,403	D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.		SEC 1474 (9-02)

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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Non-Qualified Stock Option (right to buy)

$ 8.8767

05/09/2016

30,956

⁽⁶⁾

12/01/2020

Common Stock

30,956

$ 0

100,714

Non-Qualified Stock Option (right to buy)

$ 8.8767

05/10/2016

73,864

⁽⁶⁾

12/01/2020

Common Stock

73,864

$ 0

26,850

Non-Qualified Stock Option (right to buy)

$ 8.8767

05/11/2016

26,850

⁽⁶⁾

12/01/2020

Common Stock

26,850

$ 0

Non-Qualified Stock Option (right to buy)

$ 9.6467

05/11/2016

61,151

⁽⁶⁾

12/08/2021

Common Stock

61,151

$ 0

100,003

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
HEASLEY PHILIP G 3520 KRAFT ROAD SUITE 300 NAPLES, FL 34105	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:

*	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)	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.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.