Sec Form 4 Filing - COXE TENCH @ Mattersight Corp - 2018-08-20

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)
08/20/2018
(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 08/20/2018 U 98,494 D $ 0 ( 1 ) 0 D ( 2 )
Common Stock 08/20/2018 U 1,283,497 D $ 0 ( 1 ) 0 I By Ltd Partnership (ROOS) ( 3 )
Common Stock 08/20/2018 U 1,056,194 D $ 0 ( 1 ) 0 I By Ltd Partnership (SHV) ( 4 )
Common Stock 08/20/2018 U 73,411 D $ 0 ( 1 ) 0 I By Profit Sharing Plan Trust ( 5 )
Common Stock 08/20/2018 U 533,881 D $ 0 ( 1 ) 0 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) $ 3.57 08/20/2018 D 10,000 ( 7 ) ( 8 ) 05/13/2026 Common Stock 10,000 $ 0 0 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 0 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 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 0 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 0 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 0 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 0 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 0 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 0 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 0 D ( 2 )
Series B Preferred Stock ( 12 ) 08/20/2018 U 639,253 ( 12 ) ( 13 ) ( 14 ) Common Stock 639,253 ( 12 ) 0 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 I By Trust (Trustees) ( 6 )
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 08/21/2018
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. ("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.

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