SEC Form 4 · accession 0000899243-18-022794
Mattersight Corp · MATR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Philip R. Dur
Director
Period of report
Aug 20, 2018
Accepted (ET)
Aug 20, 2018 · 3:30 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 | 52,275 | — | 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)F2 | $4.89 | Aug 20, 2018 | D | 50,000 | D | Dec 20, 2011 | Dec 20, 2021 | Common Stock | 50,000 | 0 | D |
| Stock Option (right to buy)F2 | $7.70 | Aug 20, 2018 | D | 2,042 | D | May 18, 2012 | May 18, 2022 | Common Stock | 2,042 | 0 | D |
| Stock Option (right to buy)F2 | $3.80 | Aug 20, 2018 | D | 10,000 | D | May 17, 2013 | May 17, 2023 | Common Stock | 10,000 | 0 | D |
| Stock Option (right to buy)F2 | $4.99 | Aug 20, 2018 | D | 10,000 | D | May 16, 2014 | May 16, 2024 | Common Stock | 10,000 | 0 | D |
| Stock Option (right to buy)F2 | $6.13 | Aug 20, 2018 | D | 10,000 | D | May 15, 2015 | May 15, 2025 | Common Stock | 10,000 | 0 | D |
| Stock Option (right to buy)F2 | $3.57 | Aug 20, 2018 | D | 10,000 | D | May 13, 2016 | May 13, 2026 | Common Stock | 10,000 | 0 | D |
| Stock Option (right to buy)F3 | $2.55 | Aug 20, 2018 | D | 10,000 | D | May 19, 2017 | May 19, 2027 | Common Stock | 10,000 | 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.
- F2Disposed 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.
- F3Disposed 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.