Sec Form 4 Filing - CONWAY KELLY D @ Mattersight Corp - 2018-08-20

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 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

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1. Name and Address of Reporting Person CONWAY KELLY D 2. Issuer Name and Ticker or Trading Symbol Mattersight Corp [ MATR] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) President & CEO (Last) (First) (Middle) 200 W. MADISON, SUITE 3100 3. Date of Earliest Transaction (MM/DD/YY) 08/20/2018 (Street) CHICAGO, IL60606 4. If Amendment, Date Original Filed (MM/DD/YY) 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 08/20/2018 U 968,685 D 0 D

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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 Stock Option (right to buy) $ 6.15 08/20/2018 D 50,000 ( 2 ) 06/06/2011 06/06/2021 Common Stock 50,000 $ 0 0 D Stock Option (right to buy) $ 5.79 08/20/2018 D 300,000 ( 2 ) 02/27/2012 02/27/2022 Common Stock 300,000 $ 0 0 D Stock Option (right to buy) $ 4.69 08/20/2018 D 100,000 ( 2 ) 03/15/2013 03/15/2023 Common Stock 100,000 $ 0 0 D Stock Option (right to buy) $ 6.38 08/20/2018 D 112,500 ( 2 ) 04/21/2014 04/21/2024 Common Stock 112,500 $ 0 0 D Series B Preferred Stock $ 0 08/20/2018 U 3,862 ( 3 ) ( 4 ) ( 5 ) Common Stock 3,862 ( 3 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other CONWAY KELLY D 200 W. MADISON, SUITE 3100 CHICAGO, IL60606 X President & CEO Signatures /s/ Corrine N. Taylor, Attorney-in-fact 08/20/2018 Signature of Reporting Person Date

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. (the "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 )Disposed of per Section 2.7(e) of the Agreement, whereby each option with an exercise price greater than $2.70 per share that was outstanding immediately prior to the Offer Closing (as defined in the Agreement) was cancelled without consideration. ( 3 )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. ( 4 )Immediate ( 5 )None

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