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Filing Details

Accession Number:: 0001181431-13-016341
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2013-03-12 16:42:30
Reporting Period:: 2013-03-11

Filing Date:: 2013-03-12
Accepted Time:: 2013-03-12 16:42:30
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
888953	Online Resources Corp	ORCC	Services-Business Services, Nec (7389)	521623052

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
935036	Aci Worldwide, Inc.	3520 Kraft Rd Suite 300 Naples FL 34105		No	No	Yes	No
1571497	Ocelot Acquisition Corp.	3520 Kraft Rd Suite 300 Naples FL 34105		No	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock, Par Value $0.0001 Per Share	Acquisiton	2013-03-11	28,588,101	$3.85	28,588,101	No	4	P	Indirect	See Footnote
Common Stock, Par Value $0.0001 Per Share	Acquisiton	2013-03-11	24,925,134	$3.85	53,513,235	No	4	P	Indirect	See Footnote
Common Stock, Par Value $0.0001 Per Share	Acquisiton	2013-03-11	5,943,821	$3.85	65,000,560	No	4	P	Indirect	See Footnote

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	P	Indirect	See Footnote
No	4	P	Indirect	See Footnote
No	4	P	Indirect	See Footnote

Footnotes

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").
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").
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.
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.
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).
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.