Sec Form 4 Filing - COXE TENCH @ Mattersight Corp - 2017-05-19

Insider filing report for Changes in Beneficial Ownership
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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 *
COXE TENCH
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)
(Last)
(First)
(Middle)
755 PAGE MILL ROAD, SUITE A-200
3. Date of Earliest Transaction (MM/DD/YY)
05/19/2017
(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 05/19/2017 A 10,000 A $ 0 ( 1 ) 98,494 D ( 2 )
Common Stock 1,283,497 I By Ltd Partnership (ROOS) ( 3 )
Common Stock 1,124,042 I By Ltd Partnership (SHV) ( 4 )
Common Stock 73,411 I By Profit Sharing Plan Trust ( 5 )
Common Stock 512,171 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 (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) $ 2.55 05/19/2017 A 10,000 ( 7 ) 05/19/2027 Common Stock 10,000 $ 0 ( 7 ) 10,000 D ( 2 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
COXE TENCH
755 PAGE MILL ROAD, SUITE A-200
PALO ALTO, CA94304-1005
X X
Signatures
/s/ Robert Yin, by power of attorney 05/23/2017
** Signature of Reporting Person Date
Explanation of Responses:
( 1 )Annual grant of time-vesting restricted stock award pursuent to Mattersight Corporation 1999 Stock Incentive Plan. This grant will vest as to 25% of the shares on May 31, 2017, with the remainder in equal quarterly increments thereafter, such that the award will be fully vested on February 28, 2018.
( 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 committe 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 )Annual option grant pursuant to Mattersight Corporation 1999 Stock Incentive Plan. This grant will vest as to 25% of the shares on May, 31, 2017, with the remainder in equal quarterly increments thereafter, such that the option will be fully vested on February, 28, 2018.

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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