SEC Form 4 · accession 0000899243-18-022795
Mattersight Corp · MATR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
David B Mullen
Officer — CFO · 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 | 369,802 | — | D | 0 | D | |
| Common StockF2 | Aug 20, 2018 | F | 11,220 | — | D | 0 | D | |
| Common StockF3 | Aug 20, 2018 | D | 74,248 | — | 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)F4 | $4.88 | Aug 20, 2018 | D | 50,000 | D | Mar 2, 2009 | Mar 2, 2019 | Common Stock | 50,000 | 0 | D |
| Stock Option(right to buy)F4 | $6.90 | Aug 20, 2018 | D | 1,000 | D | May 15, 2009 | May 15, 2019 | Common Stock | 1,000 | 0 | D |
| Stock Option(right to buy)F4 | $6.34 | Aug 20, 2018 | D | 5,000 | D | May 14, 2010 | May 14, 2020 | Common Stock | 5,000 | 0 | D |
| Stock Option(right to buy)F4 | $6.27 | Aug 20, 2018 | D | 5,000 | D | May 20, 2011 | May 20, 2021 | Common Stock | 5,000 | 0 | D |
| Stock Option(right to buy)F4 | $7.70 | Aug 20, 2018 | D | 5,000 | D | May 18, 2012 | May 18, 2022 | Common Stock | 5,000 | 0 | D |
| Stock Option(right to buy)F4 | $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)F4 | $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)F4 | $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)F4 | $3.57 | Aug 20, 2018 | D | 10,000 | D | May 13, 2016 | May 13, 2026 | 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.
- F2This is a disposition of shares to comply with Section 280G of the Internal Revenue Code of 1986, as amended.
- F3This is a disposition of shares to the Issuer pursuant to the terms of a pre-existing award agreement and equity incentive plan and was approved in advance in the manner provided in Rule 16b-3(e) of the Securities Exchange Act of 1934.
- F4Disposed 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.