SEC Form 4 · accession 0001225208-18-012869
Mattersight Corp · MATR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Tench Coxe
Director · 10% Owner
Period of report
Aug 20, 2018
Accepted (ET)
Aug 22, 2018 · 5:55 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,F2 | Aug 20, 2018 | U | 98,494 | $0.00 | D | 0 | D | |
| Common StockF1,F3 | Aug 20, 2018 | U | 1,283,497 | $0.00 | D | 0 | I | By Ltd Partnership (ROOS) |
| Common StockF1,F4 | Aug 20, 2018 | U | 1,056,194 | $0.00 | D | 0 | I | By Ltd Partnership (SHV) |
| Common StockF1,F5 | Aug 20, 2018 | U | 73,411 | $0.00 | D | 0 | I | By Profit Sharing Plan Trust |
| Common StockF1,F6 | Aug 20, 2018 | U | 533,881 | $0.00 | D | 0 | I | By Trust (Trustees) |
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)F7,F2,F8 | $3.57 | Aug 20, 2018 | D | 10,000 | D | — | May 13, 2026 | Common Stock | 10,000 | 0 | D |
| Stock Option (Right to Buy)F7,F2,F9 | $6.13 | Aug 20, 2018 | D | 10,000 | D | — | May 15, 2025 | Common Stock | 10,000 | 0 | D |
| Stock Option (Right to Buy)F10,F2,F11 | $2.55 | Aug 20, 2018 | D | 10,000 | D | — | May 19, 2027 | Common Stock | 10,000 | 0 | D |
| Stock Option (Right to Buy)F7,F2 | $4.25 | Aug 20, 2018 | D | 50,000 | D | Feb 28, 2009 | Feb 18, 2019 | Common Stock | 50,000 | 0 | D |
| Stock Option (Right to Buy)F7,F2 | $6.90 | Aug 20, 2018 | D | 5,000 | D | May 31, 2010 | May 15, 2019 | Common Stock | 5,000 | 0 | D |
| Stock Option (Right to Buy)F7,F2 | $6.34 | Aug 20, 2018 | D | 5,000 | D | May 31, 2011 | May 14, 2020 | Common Stock | 5,000 | 0 | D |
| Stock Option (Right to Buy)F7,F2 | $6.27 | Aug 20, 2018 | D | 5,000 | D | May 31, 2012 | May 20, 2021 | Common Stock | 5,000 | 0 | D |
| Stock Option (Right to Buy)F7,F2 | $7.70 | Aug 20, 2018 | D | 5,000 | D | May 31, 2013 | May 18, 2022 | Common Stock | 5,000 | 0 | D |
| Stock Option (Right to Buy)F7,F2 | $3.80 | Aug 20, 2018 | D | 10,000 | D | May 31, 2014 | May 17, 2023 | Common Stock | 10,000 | 0 | D |
| Stock Option (Right to Buy)F7,F2 | $4.99 | Aug 20, 2018 | D | 10,000 | D | May 31, 2015 | May 16, 2024 | Common Stock | 10,000 | 0 | D |
| Series B Preferred StockF12,F4,F13,F14 | — | Aug 20, 2018 | U | 639,253 | D | — | — | Common Stock | 639,253 | 0 | I |
| Series B Preferred StockF12,F6,F13,F14 | — | Aug 20, 2018 | U | 202,977 | D | — | — | Common Stock | 202,977 | 0 | I |
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. ("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.
- F10Disposed 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.
- F11Exercisable Date is 5/19/2017.
- F12Per 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.
- F13Immediate.
- F14None.
- F2The reporting person shares pecuniary interest in these shares with other individuals pursuant to a contractual relationship. The reporting person disclaims beneficial ownership in these shares except as to the reporting person's pecuniary interest in these shares.
- F3Shares held by a limited partnership of which the reporting person is a trustee of a trust which is the General Partner. The reporting person disclaims beneficial ownership in these shares except as to the reporting person's pecuniary interest therein.
- F4Shares held by Sutter Hill Ventures, a California Limited Partnership. The reporting person is a managing director and member of the management committee of the general partner of Sutter Hill Ventures, a California Limited Partnership. The reporting person disclaims beneficial ownership in these shares except as to the reporting person's pecuniary interest therein.
- F5Shares held by SHV Profit Sharing Plan, a retirement trust, for the benefit of the reporting person.
- F6Shares held by a trust of which the reporting person is a trustee. The reporting person disclaims beneficial ownership in these shares except as to the reporting person's pecuniary interest in the trust.
- F7Disposed of per Section 2.7(e) of the Agreement, whereby each option with an exercise price equal to or greater than $2.70 per share that was outstanding immediately prior to the Offer Closing (as defined in the Agreement) was cancelled without consideration.
- F8Exercisable Date is 5/13/2016.
- F9Exercisable Date is 5/15/2015.