Sec Form 4 Filing - BIRD JEFFREY W @ Mattersight Corp - 2014-06-12

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 BIRD JEFFREY W 2. Issuer Name and Ticker or Trading Symbol Mattersight Corp [ MATR] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 755 PAGE MILL ROAD, SUITE A-200 3. Date of Earliest Transaction (MM/DD/YY) 06/12/2014 (Street) PALO ALTO, CA94304-1005 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 06/12/2014 S 5,853 D $ 5.12 0 I By Ltd Partnership (SHAI) ( 1 ) Common Stock 06/12/2014 S 14,847 D $ 5.12 0 I By Ltd Partnership (SHQP) ( 2 ) Common Stock 92,368 I By Ltd Partnership (NEST) ( 3 ) Common Stock 2,443,889 I By Ltd Partnership (SHV) ( 4 ) Common Stock 22,081 I By Trust (Trustees) ( 5 )

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 Series B Preferred Stock ( 6 ) 06/12/2014 S 8,854 ( 7 ) ( 8 ) Common Stock 8,854 $ 5.82 ( 9 ) 0 I By Ltd Partnership (SHAI) ( 1 ) Series B Preferred Stock ( 6 ) 06/12/2014 S 22,418 ( 7 ) ( 8 ) Common Stock 22,418 $ 5.82 ( 9 ) 0 I By Ltd Partnership (SHQP) ( 2 ) Series B Preferred Stock ( 6 ) ( 7 ) ( 8 ) Common Stock 735,514 735,514 I By Ltd Partnership (SHV) ( 4 ) Series B Preferred Stock ( 6 ) ( 7 ) ( 8 ) Common Stock 31,847 31,847 I By Trust (Trustees) ( 5 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other BIRD JEFFREY W 755 PAGE MILL ROAD, SUITE A-200 PALO ALTO, CA94304-1005 X Signatures /s/ Robert Yin, by power of attorney 06/16/2014 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Shares sold by Sutter Hill Entrepreneurs Fund (AI), L.P. The reporting person is a Managing Director of the General Partner of Sutter Hill Entrepreneurs Fund (AI), L.P. The reporting person disclaims beneficial ownership in these shares except as to the reporting person's pecuniary interest therein. ( 2 )Shares sold by Sutter Hill Entrepreneurs Fund (QP), L.P. The reporting person is a Managing Director of the General Partner of Sutter Hill Entrepreneurs Fund (QP), L.P. The reporting person disclaims beneficial ownership in these shares except as to the reporting person's pecuniary interest therein. ( 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 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 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. ( 6 )Convertible on a one-for-one basis into shares of Common Stock. ( 7 )Immediate. ( 8 )Not applicable. ( 9 )The price per share is equal to the price paid for each share of Common Stock plus $0.70 per share accrued dividend through the transaction 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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