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)
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 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 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, 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.