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| FORM 4 |
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 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
ONLINE RESOURCES CORP [ ORCC ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/11/2013 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 Securities Underlying Derivative Security (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: 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 | ||||||||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 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. |
| /s/ Dennis P. Byrnes, Executive Vice President, Chief Administrative Officer, General Counsel and Secretary for ACI Worldwide, Inc. | 03/12/2013 | |
| /s/ Dennis P. Byrnes, President for Ocelot Acquisition Corp. | 03/12/2013 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| 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 Number. | ||