SEC Form 4 · accession 0000899243-18-022796
Mattersight Corp · MATR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Kelly D Conway
Officer — President & CEO · Director
Period of report
Aug 20, 2018
Accepted (ET)
Aug 20, 2018 · 3:32 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 | 968,685 | — | 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 | $6.15 | Aug 20, 2018 | D | 50,000 | D | Jun 6, 2011 | Jun 6, 2021 | Common Stock | 50,000 | 0 | D |
| Stock Option (right to buy)F2 | $5.79 | Aug 20, 2018 | D | 300,000 | D | Feb 27, 2012 | Feb 27, 2022 | Common Stock | 300,000 | 0 | D |
| Stock Option (right to buy)F2 | $4.69 | Aug 20, 2018 | D | 100,000 | D | Mar 15, 2013 | Mar 15, 2023 | Common Stock | 100,000 | 0 | D |
| Stock Option (right to buy)F2 | $6.38 | Aug 20, 2018 | D | 112,500 | D | Apr 21, 2014 | Apr 21, 2024 | Common Stock | 112,500 | 0 | D |
| Series B Preferred StockF3,F4,F5 | $0.00 | Aug 20, 2018 | U | 3,862 | D | — | — | Common Stock | 3,862 | 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.
- F3Per 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.
- F4Immediate
- F5None