SEC FORM 4

SEC Form 4

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^*

COXE TENCH

(Last)

(First)

(Middle)

755 PAGE MILL ROAD, SUITE A-200

(Street)

PALO ALTO

94304-1005

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Mattersight Corp [ MATR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/20/2018

4. If Amendment, Date of 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

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	08/20/2018		U		98,494	D	$0⁽¹⁾	0.0000	D⁽²⁾
Common Stock	08/20/2018		U		1,283,497	D	$0⁽¹⁾	0.0000	I	By Ltd Partnership (ROOS)⁽³⁾
Common Stock	08/20/2018		U		1,056,194	D	$0⁽¹⁾	0.0000	I	By Ltd Partnership (SHV)⁽⁴⁾
Common Stock	08/20/2018		U		73,411	D	$0⁽¹⁾	0.0000	I	By Profit Sharing Plan Trust⁽⁵⁾
Common Stock	08/20/2018		U		533,881	D	$0⁽¹⁾	0.0000	I	By Trust (Trustees)⁽⁶⁾

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 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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (Right to Buy)	$3.57	08/20/2018		D			10,000⁽⁷⁾	⁽⁸⁾	05/13/2026	Common Stock	10,000	$0.0000	0.0000	D⁽²⁾
Stock Option (Right to Buy)	$6.13	08/20/2018		D			10,000⁽⁷⁾	⁽⁹⁾	05/15/2025	Common Stock	10,000	$0.0000	0.0000	D⁽²⁾
Stock Option (Right to Buy)	$2.55	08/20/2018		D			10,000⁽¹⁰⁾	⁽¹¹⁾	05/19/2027	Common Stock	10,000	⁽¹⁰⁾	0.0000	D⁽²⁾
Stock Option (Right to Buy)	$4.25	08/20/2018		D			50,000⁽⁷⁾	02/28/2009	02/18/2019	Common Stock	50,000	$0.0000	0.0000	D⁽²⁾
Stock Option (Right to Buy)	$6.9	08/20/2018		D			5,000⁽⁷⁾	05/31/2010	05/15/2019	Common Stock	5,000	$0.0000	0.0000	D⁽²⁾
Stock Option (Right to Buy)	$6.34	08/20/2018		D			5,000⁽⁷⁾	05/31/2011	05/14/2020	Common Stock	5,000	$0.0000	0.0000	D⁽²⁾
Stock Option (Right to Buy)	$6.27	08/20/2018		D			5,000⁽⁷⁾	05/31/2012	05/20/2021	Common Stock	5,000	$0.0000	0.0000	D⁽²⁾
Stock Option (Right to Buy)	$7.7	08/20/2018		D			5,000⁽⁷⁾	05/31/2013	05/18/2022	Common Stock	5,000	$0.0000	0.0000	D⁽²⁾
Stock Option (Right to Buy)	$3.8	08/20/2018		D			10,000⁽⁷⁾	05/31/2014	05/17/2023	Common Stock	10,000	$0.0000	0.0000	D⁽²⁾
Stock Option (Right to Buy)	$4.99	08/20/2018		D			10,000⁽⁷⁾	05/31/2015	05/16/2024	Common Stock	10,000	$0.0000	0.0000	D⁽²⁾
Series B Preferred Stock	⁽¹²⁾	08/20/2018		U			639,253⁽¹²⁾	⁽¹³⁾	⁽¹⁴⁾	Common Stock	639,253	⁽¹²⁾	0.0000	I	By Ltd Partnership (SHV)⁽⁴⁾
Series B Preferred Stock	⁽¹²⁾	08/20/2018		U			202,977⁽¹²⁾	⁽¹³⁾	⁽¹⁴⁾	Common Stock	202,977	⁽¹²⁾	0.0000	I	By Trust (Trustees)⁽⁶⁾

Explanation of Responses:

1. Per the terms of the Agreement and Plan of Merger, dated 4/25/18, among the Issuer, NICE Systems, Inc., NICE Acquisition Sub, Inc., and NICE Ltd. ("Agreement") and the Offer (as defined in the Agreement), each share of the Issuer's common stock was tendered for $2.70 per share in cash, without interest and less any required withholding taxes.

2. The reporting person shares pecuniary interest in these shares with other individuals pursuant to a contractual relationship. The reporting person disclaims beneficial ownership in these shares except as to the reporting person's pecuniary interest in these shares.

3. Shares held by a limited partnership of which the reporting person is a trustee of a trust which is the General Partner. The reporting person disclaims beneficial ownership in these shares except as to the reporting person's pecuniary interest therein.

4. Shares held by Sutter Hill Ventures, a California Limited Partnership. The reporting person is a managing director and member of the management committee of the general partner of Sutter Hill Ventures, a California Limited Partnership. The reporting person disclaims beneficial ownership in these shares except as to the reporting person's pecuniary interest therein.

5. Shares held by SHV Profit Sharing Plan, a retirement trust, for the benefit of the reporting person.

6. Shares held by a trust of which the reporting person is a trustee. The reporting person disclaims beneficial ownership in these shares except as to the reporting person's pecuniary interest in the trust.

7. Disposed of per Section 2.7(e) of the Agreement, whereby each option with an exercise price equal to or greater than $2.70 per share that was outstanding immediately prior to the Offer Closing (as defined in the Agreement) was cancelled without consideration.

8. Exercisable Date is 5/13/2016.

9. Exercisable Date is 5/15/2015.

10. Disposed of per Section 2.7(e) of the Agreement, whereby each option with an exercise price less than $2.70 per share that was outstanding immediately prior to the Offering Closing was cancelled for an amount per share of $2.70 less the applicable exercise price of the option.

11. Exercisable Date is 5/19/2017.

12. Per the terms of the Agreement and the Offer, each share of the Issuer's Series B Preferred Stock was tendered for $7.80 per share, plus accrued and unpaid dividends payable thereon, in cash, without interest and less any required withholding taxes.

13. Immediate.

14. None.

	/s/ Robert Yin, by power of attorney	08/21/2018
	** 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).
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