SEC Form 4 · accession 0000899243-18-022789
Mattersight Corp · MATR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Christopher Joseph Danson
Officer — EVP & CHIEF TECHNOLOGY OFFICER
Period of report
Aug 20, 2018
Accepted (ET)
Aug 20, 2018 · 3:27 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001094348
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Aug 20, 2018 | U | 158,630 | — | D | 0 | D | |
| Common StockF2 | Aug 20, 2018 | U | 130,257 | — | D | 0 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (right to buy)F3 | $5.79 | Aug 20, 2018 | D | 115,000 | D | Feb 27, 2012 | Feb 27, 2022 | Common Stock | 115,000 | 0 | D |
| Stock Option (right to buy)F3 | $4.69 | Aug 20, 2018 | D | 50,000 | D | Mar 15, 2013 | Mar 15, 2023 | Common Stock | 50,000 | 0 | D |
| Stock Option (right to buy)F3 | $6.38 | Aug 20, 2018 | D | 56,250 | D | Apr 21, 2014 | Apr 21, 2024 | Common Stock | 56,250 | 0 | D |
| Series B Preferred StockF4,F5,F6 | $0.00 | Aug 20, 2018 | U | 2,356 | D | — | — | Common Stock | 2,356 | 0 | D |
Explanation of responses
- F1Per 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.
- F2Per the terms of the Agreement, specified shares of the Issuer's common stock subject to restricted stock award agreements with the Issuer were automatically converted into restricted American depository shares of Nice Ltd.
- F3Disposed 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.
- F4Per 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.
- F5Immediate
- F6None