Edgar Filing: KOHLER JOHN T

Ownership Submission

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 OF SECURITIES

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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

KOHLER JOHN T

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
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

200 W. MADISON, SUITE 3100

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

(Street)

CHICAGO, IL 60606

4. If Amendment, Date 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

(City)

(State)

(Zip)

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	08/20/2018		U		42,600	D	⁽¹⁾	0	D

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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 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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Stock Option (right to buy)

$ 4.25

08/20/2018

50,000 ⁽²⁾

02/18/2009

02/18/2019

Common Stock

50,000

$ 0

Stock Option (right to buy)

$ 6.9

08/20/2018

5,000 ⁽²⁾

05/15/2009

05/15/2019

Common Stock

5,000

$ 0

Stock Option (right to buy)

$ 6.34

08/20/2018

5,000 ⁽²⁾

05/14/2010

05/14/2020

Common Stock

5,000

$ 0

Stock Option (right to buy)

$ 6.27

08/20/2018

5,000 ⁽²⁾

05/20/2011

05/20/2021

Common Stock

5,000

$ 0

Stock Option (right to buy)

$ 7.7

08/20/2018

5,000 ⁽²⁾

05/18/2012

05/18/2022

Common Stock

5,000

$ 0

Stock Option (right to buy)

$ 3.8

08/20/2018

10,000 ⁽²⁾

05/17/2013

05/17/2023

Common Stock

10,000

$ 0

Stock Option (right to buy)

$ 4.99

08/20/2018

10,000 ⁽²⁾

05/16/2014

05/16/2024

Common Stock

10,000

$ 0

Stock Option (right to buy)

$ 6.13

08/20/2018

10,000 ⁽²⁾

05/15/2015

05/15/2025

Common Stock

10,000

$ 0

Stock Option (right to buy)

$ 3.57

08/20/2018

10,000 ⁽²⁾

05/13/2016

05/13/2026

Common Stock

10,000

$ 0

Stock Option (right to buy)

$ 2.55

08/20/2018

10,000 ⁽³⁾

05/19/2017

05/19/2027

Common Stock

10,000

⁽³⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
KOHLER JOHN T 200 W. MADISON, SUITE 3100 CHICAGO, IL 60606	X

Signatures

/s/ Corrine N. Taylor, Attorney-in-fact		08/20/2018
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(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)	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.

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