UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)*
Online Resources Corporation
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
68273G101
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(CUSIP Number)
December 31, 2001
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[X] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
Page 1 of 5 pages
CUSIP NO. 68273G101 13G
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Matthew P. Lawlor
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
Virginia
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5 SOLE VOTING POWER
NUMBER OF SHARES 1,394,413
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BENEFICIALLY 6 SHARED VOTING POWER
201,300
OWNED BY
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EACH 7 SOLE DISPOSITIVE POWER
1,394,413
REPORTING
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PERSON WITH 8 SHARED DISPOSITIVE POWER
201,300
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,595,713
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[ ]
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11.86%
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12 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 2 of 5 pages
Item 1(a). Name of Issuer:
Online Resources Corporation
Item 1(b). Address of Issuer's Principal Executive Offices:
7600 Colshire Drive
McLean, VA 22102
Item 2(a). Name of Person Filing:
Matthew P. Lawlor
Item 2(b). Address of Principal Business Office or, if None, Residence:
7600 Colshire Drive, 6th. Floor
McLean, VA 22102
Item 2(c). Citizenship:
Virginia
Item 2(d). Title of Class of Securities:
Common Stock
Item 2(e). CUSIP Number:
68273G101
Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b), or
13d-2(b) or (c), Check Whether the Person Filing is a:
(a) [ ] Broker or dealer registered under Section 15 of the Exchange Act.
(b) [ ] Bank as defined in Section 3(a)(6) of the Exchange Act.
(c) [ ] Insurance company as defined in Section 3(a)(19) of the
Exchange Act.
(d) [ ] Investment company registered under Section 8 of the
Investment Company Act.
CUSIP NO. 68273G101 13G Page 3 of 5 pages
(e) [ ] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E).
(f) [ ] An employee benefit plan or endowment fund in accordance with
Rule 13d-1(b)(1)(ii)(F).
(g) [ ] A parent holding company or control person in accordance with
Rule 13d-1(b)(1)(ii)(G).
(h) [ ] A savings association as defined in Section 3(b) of the Federal
Deposit Insurance Act.
(i) [ ] A church plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the Investment
Company Act.
(j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
If this statement is filed pursuant to Rule 13d-1(c), check this box. [ ]
Item 4. Ownership
(a) Amount beneficially owned: 1,595,713
(b) Percent of class: 11.86%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote: 1,394,413
(ii) shared power to vote or to direct the vote: 201,300
(iii) sole power to dispose or to direct the disposition of: 1,394,413
(iv) shared power to dispose or to direct the disposition of: 201,300
Item 5. Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more than
five percent of the class of securities, check the following [ ].
CUSIP NO. 68273G101 13G Page 4 of 5 pages
Item 6. Ownership of More than Five Percent on Behalf of Another Person
Not Applicable
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent Holding
Company
Not Applicable
Item 8. Identification and Classification of Members of the Group
Not Applicable
Item 9. Notice of Dissolution of Group
Not Applicable
Item 10. Certification
Not applicable
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: February 14, 2002 BY: /s/ MATTHEW P. LAWLOR
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MATTHEW P. LAWLOR
CUSIP NO. 68273G101 13G Page 5 of 5 pages