MATR Документы SEC - Mattersight Corp.- Годовой отчет, доверенное заявление, проспект эмиссии

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SEC Filings

All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Mattersight Corp.

SEC Filings (Chronological Order)

На этой странице представлен полный хронологический список документов SEC, за исключением документов о собственности, которые мы предоставляем в других местах.

August 30, 2018	15-12G	MATR / Mattersight Corp. 15-12G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 000-27975 MATTERSIGHT CORPORATION (Exact name of registrant as specified in
August 24, 2018	SC 13D/A	MATR / Mattersight Corp. / SUTTER HILL VENTURES - SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 6)* Mattersight Corporation (Name of Issuer) Common Stock (Title of Class of Securities) 577097108 (CUSIP Number) Robert Yin Sutter Hill Ventures 755 Page Mill Rd., Suite A-200 Palo Alto, CA 94304 650-493-5600 (Name, Address and Telephone Number of Person Au
August 20, 2018	S-8 POS	MATR / Mattersight Corp. S-8 POS As filed with the Securities and Exchange Commission on August 20, 2018 Registration No.
August 20, 2018	S-8 POS	MATR / Mattersight Corp. S-8 POS S-8 POS 1 tv501366s8pos.htm S-8 POS As filed with the Securities and Exchange Commission on August 20, 2018 Registration No. 333-30374 Registration No. 333-101031 Registration No. 333-143114 Registration No. 333-150671 Registration No. 333-172187 Registration No. 333-194543 Registration No. 333-222308 Registration No. 333-96473 Registration No. 333-68540 UNITED STATES SECURITIES AND EXCHANGE COMMI
August 20, 2018	S-8 POS	MATR / Mattersight Corp. S-8 POS S-8 POS 1 tv501365s8pos.htm S-8 POS As filed with the Securities and Exchange Commission on August 20, 2018 Registration No. 333-30374 Registration No. 333-101031 Registration No. 333-143114 Registration No. 333-150671 Registration No. 333-172187 Registration No. 333-194543 Registration No. 333-222308 Registration No. 333-96473 Registration No. 333-68540 UNITED STATES SECURITIES AND EXCHANGE COMMI
August 20, 2018	S-8 POS	MATR / Mattersight Corp. S-8 POS As filed with the Securities and Exchange Commission on August 20, 2018 Registration No.
August 20, 2018	S-8 POS	MATR / Mattersight Corp. S-8 POS As filed with the Securities and Exchange Commission on August 20, 2018 Registration No.
August 20, 2018	S-8 POS	MATR / Mattersight Corp. S-8 POS S-8 POS 1 tv501362s8pos.htm S-8 POS As filed with the Securities and Exchange Commission on August 20, 2018 Registration No. 333-30374 Registration No. 333-101031 Registration No. 333-143114 Registration No. 333-150671 Registration No. 333-172187 Registration No. 333-194543 Registration No. 333-222308 Registration No. 333-96473 Registration No. 333-68540 UNITED STATES SECURITIES AND EXCHANGE COMMI
August 20, 2018	S-8 POS	MATR / Mattersight Corp. S-8 POS As filed with the Securities and Exchange Commission on August 20, 2018 Registration No.
August 20, 2018	S-8 POS	MATR / Mattersight Corp. S-8 POS S-8 POS 1 tv501360s8pos.htm S-8 POS As filed with the Securities and Exchange Commission on August 20, 2018 Registration No. 333-30374 Registration No. 333-101031 Registration No. 333-143114 Registration No. 333-150671 Registration No. 333-172187 Registration No. 333-194543 Registration No. 333-222308 Registration No. 333-96473 Registration No. 333-68540 UNITED STATES SECURITIES AND EXCHANGE COMMI
August 20, 2018	S-8 POS	MATR / Mattersight Corp. S-8 POS As filed with the Securities and Exchange Commission on August 20, 2018 Registration No.
August 20, 2018	POS AM	MATR / Mattersight Corp. POS AM POS AM 1 tv501359posam.htm POS AM As filed with the Securities and Exchange Commission on August 20, 2018 Registration No. 333-100051 Registration No. 333-180153 Registration No. 333-193146 Registration No. 333-198091 Registration No. 333-217290 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 Post-Effective Amendment No. 1 to Form S-3 Registration No. 333-100051 Post-Effectiv
August 20, 2018	POS AM	MATR / Mattersight Corp. POS AM POS AM 1 tv501358posam.htm POS AM As filed with the Securities and Exchange Commission on August 20, 2018 Registration No. 333-100051 Registration No. 333-180153 Registration No. 333-193146 Registration No. 333-198091 Registration No. 333-217290 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 Post-Effective Amendment No. 1 to Form S-3 Registration No. 333-100051 Post-Effectiv
August 20, 2018	POS AM	MATR / Mattersight Corp. POS AM As filed with the Securities and Exchange Commission on August 20, 2018 Registration No.
August 20, 2018	POS AM	MATR / Mattersight Corp. POS AM As filed with the Securities and Exchange Commission on August 20, 2018 Registration No.
August 20, 2018	POS AM	MATR / Mattersight Corp. POS AM As filed with the Securities and Exchange Commission on August 20, 2018 Registration No.
August 20, 2018	EX-3.1	Amended and Restated Certificate of Incorporation of Mattersight Corporation. Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF MATTERSIGHT CORPORATION 1. The name of the corporation is Mattersight Corporation. 2. The address of the Corporation's registered office in the State of Delaware is Corporation Service Company, 251 Little Falls Drive, Wilmington, county of New Castle, DE 19808. The name of its registered agent at such address is The Corporation Servi
August 20, 2018	EX-3.2	Amended and Restated Bylaws of Mattersight Corporation. Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF MATTERSIGHT CORPORATION ARTICLE I Stockholders Section 1.1. Annual Meetings. An annual meeting of stockholders shall be held for the election of directors at such date, time and place either within or without the State of Delaware as may be designated by the board of directors of the Corporation (the “Board”) from time to time. Stockholders may, unless th
August 20, 2018	8-K	Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Termination of a Material Definitive Agreement, Material Modification to Rights of Security Holders, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets, Other Events 8-K 1 tv5013348k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): August 20, 2018 (August 17, 2018) Mattersight Corporation (Exact Name of Registrant as Specified in Charter) Delaware (State or Other Jurisdiction of Inc
August 20, 2018	SC 14D9/A	MATR / Mattersight Corp. SC 14D9/A SC 14D9/A 1 tv501337sc14d9a.htm SC 14D9/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14D-9 (RULE 14d-101) SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 9) MATTERSIGHT CORPORATION (Name of Subject Company) MATTERSIGHT CORPORATION (Name of Persons Filing Statement) Common Stock, par value $0.01 p
August 20, 2018	EX-99.(A)(1)(M)	NICE Announces Closing of Mattersight Acquisition, Introducing a New Generation of Customer Analytics The combination of NICE and Mattersight brings together behavioral and cloud analytics innovators to provide smarter connections between customers a Exhibit (a)(1)(M) FOR IMMEDIATE RELEASE NICE Announces Closing of Mattersight Acquisition, Introducing a New Generation of Customer Analytics The combination of NICE and Mattersight brings together behavioral and cloud analytics innovators to provide smarter connections between customers and organizations Hoboken, N.
August 20, 2018	SC TO-T/A	NICE / NICE Systems Ltd. SC TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO (RULE 14D-100) Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 8) MATTERSIGHT CORPORATION (Name of Subject Company) NICE ACQUISITION SUB, INC. (Offeror) A Wholly-Owned Subsidiary of NICE SYSTEMS, INC. (Offeror) A Wholly-Owned Subsidiary of NICE LTD. (O
August 14, 2018	SC 14D9/A	MATR / Mattersight Corp. SC 14D9/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14D-9 (RULE 14d-101) SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No.
August 14, 2018	SC TO-T/A	NICE / NICE Systems Ltd. SC TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO (RULE 14D-100) Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 7) MATTERSIGHT CORPORATION (Name of Subject Company) NICE ACQUISITION SUB, INC. (Offeror) A Wholly-Owned Subsidiary of NICE SYSTEMS, INC. (Offeror) A Wholly-Owned Subsidiary of NICE LTD. (O
August 9, 2018	10-Q	MATR / Mattersight Corp. 10-Q (Quarterly Report) 10-Q 1 matr-10q20180630.htm 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2018 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission
August 9, 2018	EX-10.3	Amendment to Amended and Restated Employment Agreement, dated as of April 25, 2018, by and between Christopher J. Danson, Mattersight Corporation, and NICE Systems, Inc. Exhibit 10.3 25 April 2018 Christopher J. Danson Dear Chris, Mattersight Corporation. Employment Post Acquisition by NICE Systems, Inc.(“NICE”) We have an exciting opportunity ahead of us with the acquisition of Mattersight Corporation (the Company) by NICE. Mattersight Corporation has incredible talent and together, we will transform the customer analytics market. We are writing to confirm your t
August 6, 2018	SC 14D9/A	MATR / Mattersight Corp. SC 14D9/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14D-9 (RULE 14d-101) SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No.
August 6, 2018	SC TO-T/A	NICE / NICE Systems Ltd. SC TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO (RULE 14D-100) Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 6) MATTERSIGHT CORPORATION (Name of Subject Company) NICE ACQUISITION SUB, INC. (Offeror) A Wholly-Owned Subsidiary of NICE SYSTEMS, INC. (Offeror) A Wholly-Owned Subsidiary of NICE LTD. (O
August 6, 2018	EX-99.(A)(1)(L)	NICE Extends Tender Offer for all Outstanding Shares of Mattersight Corporation Exhibit (a)(1)(L) NICE Extends Tender Offer for all Outstanding Shares of Mattersight Corporation Hoboken, New Jersey August 6, 2018 – NICE (NASDAQ: NICE) today announced that it has, together with its wholly owned subsidiaries, NICE Systems, Inc.
July 9, 2018	SC 14D9/A	MATR / Mattersight Corp. SC 14D9/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14D-9 (RULE 14d-101) SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No.
July 9, 2018	SC TO-T/A	NICE / NICE Systems Ltd. SC TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO (RULE 14D-100) Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 5) MATTERSIGHT CORPORATION (Name of Subject Company) NICE ACQUISITION SUB, INC. (Offeror) A Wholly-Owned Subsidiary of NICE SYSTEMS, INC. (Offeror) A Wholly-Owned Subsidiary of NICE LTD. (O
July 9, 2018	EX-99.(A)(1)(K)	NICE Extends Tender Offer for all Outstanding Shares of Mattersight Corporation Exhibit (a)(1)(K) NICE Extends Tender Offer for all Outstanding Shares of Mattersight Corporation Hoboken, New Jersey July 9, 2018 – NICE (NASDAQ: NICE) today announced that it has, together with its wholly owned subsidiaries, NICE Systems, Inc.
June 22, 2018	SC 14D9/A	MATR / Mattersight Corp. SC 14D9/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14D-9 (RULE 14d-101) SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No.
June 22, 2018	SC TO-T/A	NICE / NICE Systems Ltd. SC TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO (RULE 14D-100) Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 4) MATTERSIGHT CORPORATION (Name of Subject Company) NICE ACQUISITION SUB, INC. (Offeror) A Wholly-Owned Subsidiary of NICE SYSTEMS, INC. (Offeror) A Wholly-Owned Subsidiary of NICE LTD. (O
June 22, 2018	EX-99.(A)(1)(J)	NICE Extends Tender Offer for all Outstanding Shares of Mattersight Corporation Exhibit (a)(1)(J) NICE Extends Tender Offer for all Outstanding Shares of Mattersight Corporation Hoboken, New Jersey June 22, 2018 – NICE (NASDAQ: NICE) today announced that it has, together with its wholly owned subsidiaries, NICE Systems, Inc.
June 12, 2018	SC 14D9/A	MATR / Mattersight Corp. SC 14D9/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14D-9 (RULE 14d-101) SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No.
June 8, 2018	SC 14D9/A	MATR / Mattersight Corp. SC 14D9/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14D-9 (RULE 14d-101) SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No.
June 8, 2018	EX-99.(A)(1)(I)	NICE Extends Tender Offer for all Outstanding Shares of Mattersight Corporation Exhibit (a)(1)(I) NICE Extends Tender Offer for all Outstanding Shares of Mattersight Corporation Hoboken, New Jersey June 8, 2018 – NICE (NASDAQ: NICE) today announced that it has, together with its wholly owned subsidiaries, NICE Systems, Inc.
June 8, 2018	SC TO-T/A	NICE / NICE Systems Ltd. SC TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO (RULE 14D-100) Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 3) MATTERSIGHT CORPORATION (Name of Subject Company) NICE ACQUISITION SUB, INC. (Offeror) A Wholly-Owned Subsidiary of NICE SYSTEMS, INC. (Offeror) A Wholly-Owned Subsidiary of NICE LTD. (O
May 25, 2018	SC TO-T/A	NICE / NICE Systems Ltd. SC TO-T/A SC TO-T/A 1 tv495053sctota.htm SC TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO (RULE 14D-100) Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 2) MATTERSIGHT CORPORATION (Name of Subject Company) NICE ACQUISITION SUB, INC. (Offeror) A Wholly-Owned Subsidiary of NICE SYSTEMS, INC. (Offeror)
May 25, 2018	SC 14D9/A	MATR / Mattersight Corp. SC 14D9/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14D-9 (RULE 14d-101) SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No.
May 21, 2018	SC TO-T/A	NICE / NICE Systems Ltd. SC TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO (RULE 14D-100) Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 1) MATTERSIGHT CORPORATION (Name of Subject Company) NICE ACQUISITION SUB, INC. (Offeror) A Wholly-Owned Subsidiary of NICE SYSTEMS, INC. (Offeror) A Wholly-Owned Subsidiary of NICE LTD. (O
May 21, 2018	SC 14D9/A	MATR / Mattersight Corp. SC 14D9/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14D-9 (RULE 14d-101) SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No.
May 16, 2018	8-K	Current Report 8-K 1 matr-8k20180515.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): May 15, 2018 Mattersight Corporation (Exact Name of Registrant as Specified in Charter) Delaware (State or Other Jurisdiction of Incorporation) 0-27975 3
May 10, 2018	EX-99.(E)(26)	NON-COMPETITION AGREEMENT Exhibit (e)(26) NON-COMPETITION AGREEMENT NON-COMPETITION AGREEMENT (the “Agreement”), dated as of April 25, 2018, between Mattersight Corporation (“Mattersight”) and KELLY D.
May 10, 2018	SC 14D9	MATR / Mattersight Corp. SCHEDULE 14D-9 TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14D-9 (RULE 14d-101) SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 MATTERSIGHT CORPORATION (Name of Subject Company) MATTERSIGHT CORPORATION (Name of Persons Filing Statement) Common Stock, par value $0.
May 10, 2018	EX-99.(A)(1)(H)	Notice of Offer to Purchase for Cash All Outstanding Shares of Common Stock All Outstanding Shares of 7% Series B Convertible Preferred Stock of MATTERSIGHT CORPORATION a Delaware corporation at $2.70 Per Share of Common Stock, Net in Cash, and Exhibit (a)(1)(H) This announcement is neither an offer to purchase nor a solicitation of an offer to sell Mattersight Shares (as defined below), and the provisions herein are subject in their entirety to the provisions of the Offer (as defined below).
May 10, 2018	EX-99.(A)(1)(C)	NOTICE OF GUARANTEED DELIVERY For Tender of Shares of Common Stock and 7% Series B Convertible Preferred Stock of MATTERSIGHT CORPORATION a Delaware corporation at $2.70 Per Share of Common Stock, net in cash, and $7.80 Per Share of 7% Se Exhibit (a)(1)(C) NOTICE OF GUARANTEED DELIVERY For Tender of Shares of Common Stock and 7% Series B Convertible Preferred Stock of MATTERSIGHT CORPORATION a Delaware corporation at $2.
May 10, 2018	EX-99.D2	February 8th, 2018 Exhibit (d)(2) February 8th, 2018 NICE Ltd. 13 Zarchin Street Raanana Israel Non-Disclosure Agreement Ladies and Gentlemen: In connection with your consideration of the possible business combination transaction (the “Transaction”) between you and Mattersight Corporation (the “Company”), the Company and you expect to make available to one another certain nonpublic information concerning their respe
May 10, 2018	EX-99.(A)(1)(E)	Offer to Purchase for Cash All Outstanding Shares of Common Stock All Outstanding Shares of 7% Series B Convertible Preferred Stock of MATTERSIGHT CORPORATION a Delaware corporation at $2.70 Net Per Share of Common Stock $7.80 Net Per Share o Exhibit (a)(1)(E) Offer to Purchase for Cash All Outstanding Shares of Common Stock All Outstanding Shares of 7% Series B Convertible Preferred Stock of MATTERSIGHT CORPORATION a Delaware corporation at $2.
May 10, 2018	EX-99.(A)(1)(D)	Offer to Purchase for Cash All Outstanding Shares of Common Stock All Outstanding Shares of 7% Series B Convertible Preferred Stock of MATTERSIGHT CORPORATION a Delaware corporation at $2.70 Net Per Share of Common Stock $7.80 Net Per Share o Exhibit (a)(1)(D) Offer to Purchase for Cash All Outstanding Shares of Common Stock All Outstanding Shares of 7% Series B Convertible Preferred Stock of MATTERSIGHT CORPORATION a Delaware corporation at $2.
May 10, 2018	EX-99.(A)(1)(B)	LETTER OF TRANSMITTAL To Tender Shares of Common Stock and Shares of 7% Series B Convertible Preferred Stock of MATTERSIGHT CORPORATION a Delaware corporation at $2.70 Net Per Share of Common Stock, and $7.80 Net Per Share of 7% Series B Co Exhibit (a)(1)(B) LETTER OF TRANSMITTAL To Tender Shares of Common Stock and Shares of 7% Series B Convertible Preferred Stock of MATTERSIGHT CORPORATION a Delaware corporation at $2.
May 10, 2018	EX-99.(A)(1)(A)	Offer to Purchase for Cash All Outstanding Shares of Common Stock All Outstanding Shares of 7% Series B Convertible Preferred Stock of Mattersight Corporation at $2.70 Net Per Share of Common Stock $7.80 Net Per Share of 7% Series B Convertible TABLE OF CONTENTS Exhibit (a)(1)(A) Offer to Purchase for Cash All Outstanding Shares of Common Stock All Outstanding Shares of 7% Series B Convertible Preferred Stock of Mattersight Corporation at $2.
May 10, 2018	EX-99.D3	EXCLUSIVITY AGREEMENT Exhibit (d)(3) EXCLUSIVITY AGREEMENT This Exclusivity Agreement (this “Agreement”) is made as of March 17, 2018, by and between NICE Ltd.
May 10, 2018	SC TO-T	NICE / NICE Systems Ltd. SCHEDULE TO UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO (RULE 14D-100) Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 MATTERSIGHT CORPORATION (Name of Subject Company) NICE ACQUISITION SUB, INC. (Offeror) A Wholly-Owned Subsidiary of NICE SYSTEMS, INC. (Offeror) A Wholly-Owned Subsidiary of NICE LTD. (Offeror) (Names of
May 10, 2018	10-Q	MATR / Mattersight Corp. 10-Q (Quarterly Report) 10-Q 1 matr-10q20180331.htm 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2018 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission
May 4, 2018	SC 13G	MATR / Mattersight Corp. / MMCAP International Inc. SPC Passive Investment SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G INFORMATION STATEMENT PURSUANT TO RULES 13d-1 AND 13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 MATTERSIGHT CORPORATION (Name of Issuer) COMMON STOCK (Title of Class of Securities) 577097108 (CUSIP Number) April 26, 2018 (Date of Event Which Requires Filing of This Statement) Check the Appropriate box to designate the rule pursuant to which this schedule is filed: ☐ Rule 13d-1(b) ☒ Rule 13d-1(c) ☐ Rule 13d-1(d) CUSIP No.
April 27, 2018	DEFA14A	MATR / Mattersight Corp. DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy Statement
April 27, 2018	SC 13D/A	MATR / Mattersight Corp. / VIEX Capital Advisors, LLC - AMENDMENT NO. 1 TO THE SCHEDULE 13D Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 1)1 Mattersight Corporation (Name of Issuer) Common Stock, $0.01 par value (Title of Class of Securities) 577097 10 8 (CUSIP Number) ERIC SINGER VIEX Capit
April 26, 2018	EX-99.1	Dear Customer, EX-99.1 2 d565424dex991.htm EX-99.1 Exhibit 99.1 Dear Customer, As a valued customer of Mattersight, I wanted to share with you exciting news we announced this morning. Mattersight has entered into a definitive agreement to be acquired by NICE, a global leader in Customer Engagement Analytics and Workforce Optimization (WFO). Joining forces with NICE opens up new opportunities for us to continue i
April 26, 2018	EX-99.3	Legal and Regulatory Disclaimers Important Additional Information and Where to Find It In connection with the proposed acquisition of Mattersight by NICE, NICE will commence a tender offer for all of the outstanding shares of Mattersight’s common sto EX-99.3 Town Hall: NICE Acquisition David Gustafson, COO, Mattersight April 26, 2018 John Willcutts, Vice President and General Manager, NICE Exhibit 99.3 Legal and Regulatory Disclaimers Important Additional Information and Where to Find It In connection with the proposed acquisition of Mattersight by NICE, NICE will commence a tender offer for all of the outstanding shares of Mattersight’s commo
April 26, 2018	SC14D9C	MATR / Mattersight Corp. SC14D9C SC14D9C 1 d565424dsc14d9c.htm SC14D9C UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement under Section 14(d)(4) of the Securities Exchange Act of 1934 MATTERSIGHT CORPORATION (Name of Subject Company) MATTERSIGHT CORPORATION (Name of Person(s) Filing Statement) Common Stock, par value $0.01 per share 7% Series
April 26, 2018	EX-99.2	I am very pleased to announce this morning that Mattersight has signed a definitive agreement to be acquired by NICE, the worldwide leading provider of enterprise software solutions that empower organizations to make smarter decisions based on advanc EX-99.2 EXHIBIT 99.2 Team, I am very pleased to announce this morning that Mattersight has signed a definitive agreement to be acquired by NICE, the worldwide leading provider of enterprise software solutions that empower organizations to make smarter decisions based on advanced analytics. NICE’s acquisition of Mattersight will serve as a force multiplier on our go-to-market strategy. With NICE’s
April 26, 2018	EX-10.3	Second Amendment to Loan and Security Agreement, dated April 25, 2018, between Mattersight Corporation and CIBC BANK USA (formerly known as The PrivateBank and Trust Company) (incorporated by reference to Exhibit 10.3 to Mattersight Corporation’s Current Report on Form 8-K (File No. 000-27975) as filed with the Securities and Exchange Commission on April 26, 2018). EX-10.3 EXHIBIT 10.3 SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT THIS SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”) is entered into as of April 25 2018, by and between MATTERSIGHT CORPORATION, a Delaware corporation (“Borrower”), and CIBC BANK USA (formerly known as The PrivateBank and Trust Company, “Lender”), as Lender and Issuing Lender. WHEREAS, Borrower and Lender are
April 26, 2018	EX-3.1	Amended and Restated Bylaws of Mattersight Corporation (incorporated by reference to Exhibit 3.1 to Mattersight Corporation’s Current Report on Form 8-K (File No. 000-27975) as filed with the Securities and Exchange Commission on April 26, 2018). EX-3.1 Exhibit 3.1 AMENDED AND RESTATED BY-LAWS OF MATTERSIGHT CORPORATION Table of Contents Page ARTICLE I OFFICES AND RECORDS 1 SECTION 1.1 DELAWARE OFFICE 1 SECTION 1.2 OTHER OFFICES 1 SECTION 1.3 BOOKS AND RECORDS 1 ARTICLE II STOCKHOLDERS 1 SECTION 2.1 ANNUAL MEETING 1 SECTION 2.2 SPECIAL MEETING 2 SECTION 2.3 PLACE OF MEETING 2 SECTION 2.4 NOTICE OF MEETING 2 SECTION 2.5 QUORUM AND ADJOURNME
April 26, 2018	EX-99.2	TENDER AND SUPPORT AGREEMENT EX-99.2 EXHIBIT 99.2 TENDER AND SUPPORT AGREEMENT This Tender and Support Agreement (this “Agreement”) is made and entered into as of April 25, 2018, by and among Nice Systems, Inc., a Delaware corporation (“Parent”), NICE Acquisition Sub, Inc., a Delaware corporation (“Acquisition Sub”) and the stockholders of Mattersight Corporation, a Delaware corporation (the “Company”), set forth on Schedule
April 26, 2018	EX-2.1	Agreement and Plan of Merger by and among NICE Systems, Inc., NICE Acquisition Sub, Inc., Mattersight Corporation, and, solely for purposes of Section 8.16 thereof, NICE Ltd., dated as of April 25, 2018. (Certain schedules and annexes referenced in the Agreement and Plan of Merger have been omitted in accordance with Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule and/or annex will be furnished as a supplement to the U.S. Securities and Exchange Commission upon request) (incorporated by reference to Exhibit 2.1 to Mattersight Corporation’s Current Report on Form 8-K (File No. 000-27975) as filed with the Securities and Exchange Commission on April 26, 2018). EX-2.1 Exhibit 2.1 CONFIDENTIAL Execution Version AGREEMENT AND PLAN OF MERGER by and among NICE SYSTEMS, INC., NICE ACQUISITION SUB, INC., MATTERSIGHT CORPORATION and, solely for purposes of Section 8.16, NICE LTD. Dated as of April 25, 2018 TABLE OF CONTENTS Page Article I THE OFFER 2 1.1 The Offer 2 1.2 Company Actions 6 Article II THE MERGER 8 2.1 The Merger 8 2.2 The Effective Time 8 2.3 The
April 26, 2018	EX-99.1	Mattersight To Be Acquired By NICE EX-99.1 Exhibit 99.1 Mattersight To Be Acquired By NICE CHICAGO, April 26, 2018 (GLOBE NEWSWIRE) — Mattersight Corporation (NASDAQ: MATR), the pioneer in personality-based software applications, today announced that it has entered into a definitive agreement to be acquired by an affiliate of NICE Ltd., the worldwide leading provider of both cloud and on-premises enterprise software solutions that
April 26, 2018	8-K	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): April 25, 2018 Mattersight Corporation (Exact Name of Registrant as Specified in Charter) Delaware (State or Other Jurisdiction of Incorporation) 0-27975 36-4304577 (Commission Fi
April 26, 2018	EX-10.4	Amendment to Employment Agreement, dated as of April 25, 2018, by and among David Gustafson, Mattersight Corporation, and NICE Systems, Inc. (incorporated by reference to Exhibit 10.4 to Mattersight Corporation’s Current Report on Form 8-K (File No. 000-27975) as filed with the Securities and Exchange Commission on April 26, 2018). EX-10.4 Exhibit 10.4 25 April 2018 David Gustafson Dear David, Mattersight Corporation. Employment Post Acquisition by NICE Systems, Inc.(“NICE”) We have an exciting opportunity ahead of us with the acquisition of Mattersight Corporation (the Company) by NICE. Mattersight Corporation has incredible talent and together, we will transform the customer analytics market. We are writing to confirm your
April 26, 2018	SC TO-C	NICE / NICE Systems Ltd. SC TO-C SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) or 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 Mattersight Corporation (Name of Subject Company) NICE ACQUISITION SUB, INC. (Offeror) A Wholly Owned Subsidiary of NICE SYSTEMS, INC. (Parent of Offeror) A Wholly Owned Subsidiary of NICE LTD. (Parent of Offeror) (Names of Filing Pe
April 26, 2018	EX-99.1	NICE To Acquire Mattersight, Bolstering its Leadership in Cloud Customer Service Analytics Integrating the market leading cloud analytics solutions of Mattersight and NICE Nexidia allows organizations to move to a new era of creating smart personal c Exhibit 99.1 NICE To Acquire Mattersight, Bolstering its Leadership in Cloud Customer Service Analytics Integrating the market leading cloud analytics solutions of Mattersight and NICE Nexidia allows organizations to move to a new era of creating smart personal connections Hoboken, New Jersey April 26th, 2018 – NICE (NASDAQ: NICE) today announced that it has entered a definitive agreement to acqui
April 5, 2018	DEFA14A	MATR / Mattersight Corp. DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy Statement
April 5, 2018	DEF 14A	MATR / Mattersight Corp. DEF 14A DEF 14A 1 matr-def14a20180515.htm DEF 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule
March 29, 2018	8-K	Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): MARCH 29, 2018 Mattersight Corporation (Exact Name of Registrant as Specified in Charter) Delaware (State or Other Jurisdiction of Incorporation) 0-27975 36-4304577 (Commission File N
March 29, 2018	EX-10.2	Amendment to Loan and Security Agreement, dated March 29, 2018, between Mattersight Corporation and CIBC BANK USA (formerly known as The PrivateBank and Trust Company). EXECUTION COPY Exhibit 10.2 AMENDMENT TO LOAN AND SECURITY AGREEMENT THIS AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”) is entered into as of March , 2018, by and between MATTERSIGHT CORPORATION, a Delaware corporation (“Borrower”), and CIBC BANK USA (formerly known as The PrivateBank and Trust Company, “Lender”), as Lender and Issuing Lender. WHEREAS, Borrower and Lender are parties
March 12, 2018	10-K	MATR / Mattersight Corp. 10-K (Annual Report) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2017 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 0-27975 Mattersight Corpo
March 12, 2018	EX-24.3	Power of Attorney from Henry J. Feinberg, Director. Exhibit 24.3 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or officer of Mattersight Corporation, a Delaware corporation (the “Company”), hereby constitutes and appoints each of Kelly Conway, David Gustafson, and David Mullen signing singly, as the undersigned’s true and lawful attorney-in-fact and agent, with full powers of substitution and re-substitution, t
March 12, 2018	EX-24.1	Power of Attorney from Tench Coxe, Director. EX-24.1 8 matr-ex2419.htm EX-24.1 Exhibit 24.1 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or officer of Mattersight Corporation, a Delaware corporation (the “Company”), hereby constitutes and appoints each of Kelly Conway, David Gustafson, and David Mullen signing singly, as the undersigned’s true and lawful attorney-in-fact and agent, with full powers of s
March 12, 2018	EX-24.5	Power of Attorney from Michael J. Murray, Director. Exhibit 24.5 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or officer of Mattersight Corporation, a Delaware corporation (the “Company”), hereby constitutes and appoints each of Kelly Conway, David Gustafson, and David Mullen signing singly, as the undersigned’s true and lawful attorney-in-fact and agent, with full powers of substitution and re-substitution, t
March 12, 2018	EX-10.25	Summary of Director Compensation. Exhibit 10.25 Summary of Director Compensation Directors who are not employees of Mattersight or any of its subsidiaries (“Non-Employee Directors”) receive a fixed annual fee for their contributions to the board of directors, the amount of which is calculated for each director based on the following assumptions: • $1,500 per board meeting (assuming four per year) plus an additional $500 per meetin
March 12, 2018	EX-10.21	Executive Employment Agreement, effective as of January 8, 2015, between Jason Wesbecher and Mattersight Corporation EX-10.21 2 matr-ex1021992.htm EX-10.21 Exhibit 10.21 EXECUTIVE EMPLOYMENT AGREEMENT Mattersight Corporation (the “Company”), and Jason Wesbecher, an individual (“Employee”), enter into this Executive Employment Agreement (“Agreement”) as of January 8, 2015 (the “Effective Date”). Whereas, the Company desires to employ Employee to provide personal services to the Company and to provide Employee wit
March 12, 2018	EX-24.6	Power of Attorney from John C. Staley, Director. EX-24.6 13 matr-ex24613.htm EX-24.6 Exhibit 24.6 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or officer of Mattersight Corporation, a Delaware corporation (the “Company”), hereby constitutes and appoints each of Kelly Conway, David Gustafson, and David Mullen signing singly, as the undersigned’s true and lawful attorney-in-fact and agent, with full powers of
March 12, 2018	EX-10.22	Separation Agreement between Jason Wesbecher and Mattersight Corporation dated January 22, 2017. Exhibit 10.22 January 18, 2017 Jason Wesbecher Mattersight Corporation 200 W. Madison, Suite 3100 Chicago, IL 60606 Dear Jason: Per our discussion, this letter sets forth the substance of the separation agreement (the “Agreement”) that Mattersight Corporation (the “Company”) is offering to you in connection with your resignation. 1.Separation. Your last day of work with the Company and your employ
March 12, 2018	EX-24.2	Power of Attorney from Philip R. Dur, Director. EX-24.2 9 matr-ex2428.htm EX-24.2 Exhibit 24.2 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or officer of Mattersight Corporation, a Delaware corporation (the “Company”), hereby constitutes and appoints each of Kelly Conway, David Gustafson, and David Mullen signing singly, as the undersigned’s true and lawful attorney-in-fact and agent, with full powers of s
March 12, 2018	EX-24.4	Power of Attorney from John T. Kohler, Director. Exhibit 24.4 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or officer of Mattersight Corporation, a Delaware corporation (the “Company”), hereby constitutes and appoints each of Kelly Conway, David Gustafson, and David Mullen signing singly, as the undersigned’s true and lawful attorney-in-fact and agent, with full powers of substitution and re-substitution, t
March 12, 2018	EX-21.1	Subsidiaries of Mattersight Corporation. Exhibit 21.1 MATTERSIGHT SUBSIDIARIES Name of Company Jurisdiction of Incorporation Mattersight Europe Holding Corporation Delaware Mattersight International Holding, Inc. Illinois Mattersight (Netherlands) B.V. Netherlands Mattersight (Canada) Corporation Canada Mattersight (Deutschland) GmbH Germany Mattersight (UK) Limited England & Wales Mattersight Corporation (Australia) Pty. Ltd. Australia
March 12, 2018	EX-10.26	Summary of 2018 Executive Officer Compensation. EX-10.26 5 matr-ex102618.htm EX-10.26 Exhibit 10.26 Summary of 2018 Executive Officer Compensation The following shows the 2018 annual salary for each of Mattersight’s current executive officers: Kelly D. Conway, President and Chief Executive Officer: $ 425,000 Christopher J. Danson, Executive Vice President and Chief Technology Officer: $ 320,000 David R. Gustafson, Executive Vice President and C
February 14, 2018	EX-99.1	Mattersight Announces Fourth Quarter 2017 Results matr-ex9916.htm Exhibit 99.1 Mattersight Announces Fourth Quarter 2017 Results Chicago, IL, February 14, 2018 (GLOBE NEWSWIRE) ? Mattersight Corporation (NASDAQ: MATR), the pioneer in personality-based software applications, today announced financial results for the fourth quarter ended December 31, 2017. ?Mattersight?s fourth quarter was marked by 9% growth in total revenues and 12% growth in sub
February 14, 2018	8-K	Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition matr-8k20180214.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): FEBRUARY 14, 2018 Mattersight Corporation (Exact Name of Registrant as Specified in Charter) Delaware (State or Other Jurisdiction of Incorporation) 0-27975 36-430
February 14, 2018	EX-99.2	Discussion Topics Q4 Highlights Q4 Results Key Trends 2018 Guidance Q&A EX-99.2 3 matr-ex992141.htm EX-99.2 Q4 2017 Earnings Webinar February 2018 Exhibit 99.2 Safe Harbor Language During today’s call we will be making both statements regarding historical facts and “forward-looking statements” that are made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 in order to help you bet
February 5, 2018	SC 13G/A	MATR / Mattersight Corp. / Unterberg Capital LLC - 13G/A Passive Investment SC 13G/A 1 matr123117a2.htm 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* Mattersight Corporation (Name of Issuer) Common Stock, $0.01 par value (Title of Class of Securities) 577097108 (CUSIP Number) December 31, 2017 (Date of Event Which Requires Filing of this Statement) Check the appropria
February 2, 2018	SC 13G/A	MATR / Mattersight Corp. / PenderFund Capital Management Ltd. Passive Investment SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G/A UNDER THE SECURITIES EXCHANGE ACT OF 19341 (AMENDMENT NO.
December 27, 2017	EX-24.3	Power of Attorney from John T. Kohler, Director. EX-24.3 6 matr-ex24334.htm EX-24.3 Exhibit 24.3 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of Mattersight Corporation, a Delaware corporation (the “Company”), hereby constitutes and appoints each of Kelly Conway, Corrine Taylor and David Mullen, signing singly, as the undersigned’s true and lawful attorney-in-fact and agent, with full powers of substitution and
December 27, 2017	S-8	MATR / Mattersight Corp. S-8 matr-s8.htm As filed with the United States Securities and Exchange Commission on December 27, 2017 Registration Statement No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 MATTERSIGHT CORPORATION (Exact name of registrant as specified in its charter) Delaware 36-4304577 (State or other jurisdiction of
December 27, 2017	EX-24.4	Power of Attorney from Philip R. Dur, Director. EX-24.4 7 matr-ex24433.htm EX-24.4 Exhibit 24.4 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of Mattersight Corporation, a Delaware corporation (the “Company”), hereby constitutes and appoints each of Kelly Conway, Corrine Taylor and David Mullen, signing singly, as the undersigned’s true and lawful attorney-in-fact and agent, with full powers of substitution and
December 27, 2017	EX-24.2	Power of Attorney from Henry J. Feinberg, Director. EX-24.2 5 matr-ex24230.htm EX-24.2 Exhibit 24.2 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of Mattersight Corporation, a Delaware corporation (the “Company”), hereby constitutes and appoints each of Kelly Conway, Corrine Taylor and David Mullen, signing singly, as the undersigned’s true and lawful attorney-in-fact and agent, with full powers of substitution and
December 27, 2017	EX-24.1	Power of Attorney from Tench Coxe, Director. EX-24.1 4 matr-ex24129.htm EX-24.1 Exhibit 24.1 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of Mattersight Corporation, a Delaware corporation (the “Company”), hereby constitutes and appoints each of Kelly Conway, Corrine Taylor and David Mullen, signing singly, as the undersigned’s true and lawful attorney-in-fact and agent, with full powers of substitution and
December 27, 2017	EX-24.5	Power of Attorney from Michael J. Murray, Director. EX-24.5 8 matr-ex24531.htm EX-24.5 Exhibit 24.5 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of Mattersight Corporation, a Delaware corporation (the “Company”), hereby constitutes and appoints each of Kelly Conway, Corrine Taylor and David Mullen, signing singly, as the undersigned’s true and lawful attorney-in-fact and agent, with full powers of substitution and
December 27, 2017	EX-24.6	Power of Attorney from John C. Staley, Director. EX-24.6 9 matr-ex24632.htm EX-24.6 Exhibit 24.6 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of Mattersight Corporation, a Delaware corporation (the “Company”), hereby constitutes and appoints each of Kelly Conway, Corrine Taylor and David Mullen, signing singly, as the undersigned’s true and lawful attorney-in-fact and agent, with full powers of substitution and
November 8, 2017	10-Q	MATR / Mattersight Corp. 10-Q (Quarterly Report) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2017 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 0-27975 Mattersi
November 7, 2017	8-K	Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition matr-8k20171107.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): NOVEMBER 7, 2017 Mattersight Corporation (Exact Name of Registrant as Specified in Charter) Delaware (State or Other Jurisdiction of Incorporation) 0-27975 36-4304
November 7, 2017	EX-99.1	Mattersight Announces Third Quarter 2017 Results EX-99.1 2 matr-ex9916.htm EX-99.1 Exhibit 99.1 Mattersight Announces Third Quarter 2017 Results Chicago, IL, November 7, 2017 (GLOBE NEWSWIRE) – Mattersight Corporation (NASDAQ: MATR), the pioneer in personality-based software applications, today announced financial results for the third quarter ended September 30, 2017. “Mattersight’s third quarter was marked by 9% growth in total revenues and 11
November 7, 2017	EX-99.2	Q3 2017 Earnings Webinar November 2017 matr-ex992380.pptx.htm Q3 2017 Earnings Webinar November 2017 Safe Harbor Language During today?s call we will be making both statements regarding historical facts and ?forward-looking statements? that are made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 in order to help you better understand our busines
August 9, 2017	10-Q	MATR / Mattersight Corp. 10-Q (Quarterly Report) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2017 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 0-27975 Mattersight C
August 8, 2017	EX-99.1	Mattersight Announces Second Quarter 2017 Results EX-99.1 2 matr-ex99124.htm EX-99.1 Exhibit 99.1 Mattersight Announces Second Quarter 2017 Results Chicago, IL, August 8, 2017 (GLOBE NEWSWIRE) – Mattersight Corporation (NASDAQ: MATR), the pioneer in personality-based software applications, today announced financial results for the second quarter ended June 30, 2017. “Mattersight’s second quarter was marked by 16% growth in total revenues and 17%
August 8, 2017	8-K	Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition matr-8k20170808.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): AUGUST 8, 2017 Mattersight Corporation (Exact Name of Registrant as Specified in Charter) Delaware (State or Other Jurisdiction of Incorporation) 0-27975 36-430457
August 8, 2017	EX-99.2	Discussion Topics Q2 Overview Q2 Financial Results Deal Commentary Outlook © 2017 Mattersight Corporation. matr-ex992114.pptx.htm Q2 2017 Earnings Webinar August 2017 Exhibit 99.2 Safe Harbor Language During today?s call we will be making both historical and forward-looking statements in order to help you better understand our business. These forward-looking statements include references to our plans, intentions, expectations, beliefs, strategies and objectives. Any forward-looking statements speak onl
July 20, 2017	SC 13D	MATR / Mattersight Corp. / VIEX Capital Advisors, LLC - THE SCHEDULE 13D Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. )1 Mattersight Corporation (Name of Issuer) Common Stock, $0.01 par value (Title of Class of Securities) 577097 10 8 (CUSIP Number) ERIC SINGER VIEX Capita
July 20, 2017	EX-99.1	JOINT FILING AGREEMENT Exhibit 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including additional amendments thereto) with respect to the shares of Common Stock, $0.01 par value, of Mattersight Corporation, a Delaware corporation. This J
June 30, 2017	EX-10.1	Loan and Security Agreement, dated June 29, 2017, between Mattersight Corporation and The PrivateBank and Trust Company (incorporated by reference to Exhibit 10.1 to Mattersight Corporation’s Current Report on Form 8-K as filed with the Securities and Exchange Commission on June 30, 2017). EX-10.1 2 matr-ex1016.htm EX-10.1 LOAN AND SECURITY AGREEMENT dated as of June 29, 2017 between Mattersight Corporation, a Delaware corporation, as Borrower, and THE PRIVATEBANK AND TRUST COMPANY, as Lender 26385498.9 Table of Contents Page SECTION 1. DEFINITIONS 1 1.1 Definitions 1 1.2 Other Interpretive Provisions 18 SECTION 2. COMMITMENTS OF LENDER; BORROWING, CONVERSION AND LETTER OF CREDIT PR
June 30, 2017	8-K	Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant 8-K 1 matr-8k20170629.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): June 29, 2017 Mattersight Corporation (Exact Name of Registrant as Specified in Charter) Delaware (State or Other Jurisdiction of Incorporation) 0-27975
May 19, 2017	8-K	Mattersight 8-K (Current Report/Significant Event) matr-8k20170518.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): May 18, 2017 Mattersight Corporation (Exact Name of Registrant as Specified in Charter) Delaware (State or Other Jurisdiction of Incorporation) 0-27975 36-4304577
May 17, 2017	424B3	MATTERSIGHT CORPORATION Common Stock 424B3 Filed Pursuant to Rule 424(b)(3) Registration No. 333-217290 Prospectus Supplement No. 1 (to Prospectus dated April 26, 2017) MATTERSIGHT CORPORATION Common Stock This Prospectus Supplement No. 1 supplements and amends the prospectus dated April 26, 2017, or the Prospectus, that forms a part of our Registration Statement on Form S-3 (Registration No. 333-217290), relating to the to the offer
May 10, 2017	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2017 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 0-27975 Mattersight
May 9, 2017	8-K	Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition 8-K 1 matr-8k20170509.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): MAY 9, 2017 Mattersight Corporation (Exact Name of Registrant as Specified in Charter) Delaware (State or Other Jurisdiction of Incorporation) 0-27975 36
May 9, 2017	EX-99.1	Mattersight Announces First Quarter 2017 Results EX-99.1 2 matr-ex99115.htm EX-99.1 Exhibit 99.1 Mattersight Announces First Quarter 2017 Results Chicago, IL, May 9, 2017 (GLOBE NEWSWIRE) – Mattersight Corporation (NASDAQ: MATR), the pioneer in personality-based software applications, today announced financial results for the first quarter ended March 31, 2017. “Mattersight’s first quarter was marked by 9% growth in total revenues and 12% growth
May 9, 2017	EX-99.2	Discussion Topics Q1 Overview Q1 Highlights Financial Results Deal Commentary Outlook © 2017 Mattersight Corporation. matr-ex99216.pptx.htm Q1 2017 Earnings Webinar May 2017 Exhibit 99.2 Safe Harbor Language During today?s call we will be making both historical and forward-looking statements in order to help you better understand our business. These forward-looking statements include references to our plans, intentions, expectations, beliefs, strategies and objectives. Any forward-looking statements speak only as
May 9, 2017	SC 13G	MATR / Mattersight Corp. / PenderFund Capital Management Ltd. Passive Investment SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 19341 (AMENDMENT NO. ) Mattersight Corporation (Name of Issuer) Common Stock (Title of Class of Securities) 577097108 (CUSIP Number) April 26, 2017 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed
April 26, 2017	424B4	PROSPECTUS 5,328,187 Shares Common Stock Offered by the Selling Stockholders 424B4 Table of Contents Filed Pursuant to Rule 424(b)(4) Registration No. 333-217290 PROSPECTUS 5,328,187 Shares Common Stock Offered by the Selling Stockholders This prospectus relates to resales by certain selling stockholders from time to time of up to 5,328,187 shares of common stock, par value $0.01 per share, that we previously issued to the selling stockholders on March 1, 2017 in a private
April 24, 2017	CORRESP	Mattersight ESP CORRESP April 24, 2017 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Mail Stop 4561 Washington, D.C. 20549 Attn: Maryse Mills-Apenteng Re: Mattersight Corporation Registration Statement on Form S-3 File No. 333-217290 Acceleration Request Requested Date: Wednesday, April 26, 2017 Requested Time: 4:00 P.M. Eastern Daylight Time Ladies and Gentl
April 13, 2017	S-3	Mattersight S-3 S-3 Table of Contents As filed with the United States Securities and Exchange Commission on April 13, 2017 Registration Statement No.
April 6, 2017	DEFA14A	Mattersight DEFA14A matr-defa14a20170406.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? D
April 6, 2017	DEF 14A	Mattersight DEF 14A DEF 14A 1 matr-def14a20170518.htm DEF 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule
March 16, 2017	EX-24.5	POWER OF ATTORNEY Exhibit 24.5 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or officer of Mattersight Corporation, a Delaware corporation (the ?Company?), hereby constitutes and appoints each of Kelly Conway, David Gustafson, and David Mullen signing singly, as the undersigned?s true and lawful attorney-in-fact and agent, with full powers of substitution and re-substitution, t
March 16, 2017	EX-24.6	POWER OF ATTORNEY Exhibit 24.6 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or officer of Mattersight Corporation, a Delaware corporation (the ?Company?), hereby constitutes and appoints each of Kelly Conway, David Gustafson, and David Mullen signing singly, as the undersigned?s true and lawful attorney-in-fact and agent, with full powers of substitution and re-substitution, t
March 16, 2017	EX-21.1	MATTERSIGHT SUBSIDIARIES Exhibit 21.1 MATTERSIGHT SUBSIDIARIES Name of Company Jurisdiction of Incorporation Mattersight Europe Holding Corporation Delaware Mattersight International Holding, Inc. Illinois Mattersight (Netherlands) B.V. Netherlands Mattersight (Canada) Corporation Canada Mattersight (Deutschland) GmbH Germany Mattersight (UK) Limited England & Wales Mattersight Corporation (Australia) Pty. Ltd. Australia
March 16, 2017	EX-24.1	POWER OF ATTORNEY Exhibit 24.1 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or officer of Mattersight Corporation, a Delaware corporation (the ?Company?), hereby constitutes and appoints each of Kelly Conway, David Gustafson, and David Mullen signing singly, as the undersigned?s true and lawful attorney-in-fact and agent, with full powers of substitution and re-substitution, t
March 16, 2017	EX-10.24	Summary of Director Compensation Exhibit 10.24 Summary of Director Compensation Directors who are not employees of Mattersight or any of its subsidiaries (?Non-Employee Directors?) receive a fixed annual fee for their contributions to the board of directors, the amount of which is calculated for each director based on the following assumptions: ? $1,500 per board meeting (assuming four per year) plus an additional $500 per meetin
March 16, 2017	EX-10.25	Summary of 2017 Executive Officer Compensation Exhibit 10.25 Summary of 2017 Executive Officer Compensation The following shows the 2017 annual salary for each of Mattersight?s current executive officers: Kelly D. Conway, President and Chief Executive Officer: $ 425,000 Christopher J. Danson, Executive Vice President and Chief Technology Officer: $ 320,000 David R. Gustafson, Executive Vice President and Chief Operating Officer: $ 325,000 Davi
March 16, 2017	EX-24.2	POWER OF ATTORNEY EX-24.2 7 matr-ex24212.htm EX-24.2 Exhibit 24.2 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or officer of Mattersight Corporation, a Delaware corporation (the “Company”), hereby constitutes and appoints each of Kelly Conway, David Gustafson, and David Mullen signing singly, as the undersigned’s true and lawful attorney-in-fact and agent, with full powers of
March 16, 2017	EX-24.3	POWER OF ATTORNEY Exhibit 24.3 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or officer of Mattersight Corporation, a Delaware corporation (the ?Company?), hereby constitutes and appoints each of Kelly Conway, David Gustafson, and David Mullen signing singly, as the undersigned?s true and lawful attorney-in-fact and agent, with full powers of substitution and re-substitution, t
March 16, 2017	EX-24.4	POWER OF ATTORNEY Exhibit 24.4 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or officer of Mattersight Corporation, a Delaware corporation (the ?Company?), hereby constitutes and appoints each of Kelly Conway, David Gustafson, and David Mullen signing singly, as the undersigned?s true and lawful attorney-in-fact and agent, with full powers of substitution and re-substitution, t
March 16, 2017	10-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K 10-K 1 matr-10k20161231.htm 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2016 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file
February 24, 2017	EX-99.1	Mattersight Announces Private Placement EX-99.1 Exhibit 99.1 Mattersight Announces Private Placement CHICAGO, IL, February 24, 2017 ? Mattersight Corporation (NASDAQ: MATR) announced today that it has entered into a definitive purchase agreement for the sale of 5,328,187 shares of its common stock to certain investors and certain officers and directors in a private placement. Mattersight expects to raise approximately $16.0 million in g
February 24, 2017	8-K	Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events 8-K 1 d350687d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 24, 2017 (February 23, 2017) MATTERSIGHT CORPORATION (Exact name of registrant as specified in its charter) Delaware 0-27975 36-4304577 (State or oth
February 24, 2017	EX-10.1	Form of Common Stock Purchase Agreement, dated February 23, 2017, by and between Mattersight Corporation and the purchasers named therein (incorporated by reference to Exhibit 10.1 to Mattersight Corporation’s Current Report on Form 8-K as filed with the Securities and Exchange Commission on February 24, 2017). EX-10.1 2 d350687dex101.htm EX-10.1 Exhibit 10.1 MATTERSIGHT CORPORATION AND THE PURCHASERS NAMED HEREIN COMMON STOCK PURCHASE AGREEMENT February 23, 2017 MATTERSIGHT CORPORATION COMMON STOCK PURCHASE AGREEMENT This Common Stock Purchase Agreement (this “Agreement”) is made as of February 23, 2017 by and between Mattersight Corporation, a Delaware corporation (the “Company”), and those purchasers
February 13, 2017	SC 13G/A	MATR / Mattersight Corp. / Unterberg Capital LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No.
February 10, 2017	SC 13G/A	MATR / Mattersight Corp. / PRESCOTT GROUP CAPITAL MANAGEMENT, L.L.C. - SC 13G/A Passive Investment SC 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A (Amendment No.
February 8, 2017	8-K	Mattersight 8-K (Current Report/Significant Event) matr-8k20170208.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): FEBRUARY 8, 2017 Mattersight Corporation (Exact Name of Registrant as Specified in Charter) Delaware (State or Other Jurisdiction of Incorporation) 0-27975 36-4304
February 8, 2017	EX-99.1	Mattersight Announces Fourth Quarter 2016 Results matr-ex99114.htm Exhibit 99.1 Mattersight Announces Fourth Quarter 2016 Results Chicago, IL ? (Marketwired ? February 8, 2017) ? Mattersight Corporation (NASDAQ: MATR), the pioneer in personality-based software applications, today announced financial results for the fourth quarter and year ended December 31, 2016. ?Mattersight?s fourth quarter was marked by 20% sequential growth in revenues, thank
February 8, 2017	EX-99.2	Discussion Topics Q4 Highlights Financial Results Deal Commentary Outlook © 2017 Mattersight Corporation. matr-ex99215.pptx.htm Q4 2016 Earnings Webinar February 2017 Exhibit 99.2 Safe Harbor Language During today?s call we will be making both historical and forward-looking statements in order to help you better understand our business. These forward-looking statements include references to our plans, intentions, expectations, beliefs, strategies and objectives. Any forward-looking statements speak on
January 3, 2017	EX-99.1	Mattersight Appoints David Mullen as New Chief Financial Officer matr-ex99152.htm Exhibit 99.1 Mattersight Appoints David Mullen as New Chief Financial Officer Chicago, IL ? (Marketwired ? January 3, 2017) ? Mattersight Corporation (NASDAQ: MATR), the pioneer in personality-based software applications, today announced that David Mullen has joined the company as its Senior Vice President and Chief Financial Officer. In this role, Mr. Mullen will be responsible f
January 3, 2017	EX-10	Executive Employment Agreement, effective as of January 3, 2017, between David B. Mullen and Mattersight Corporation (incorporated by reference to Exhibit 10.1 to Mattersight Corporation’s Current Report on Form 8-K filed with the SEC on January 3, 2017). matr-ex106.htm Exhibit 10.1 EXECUTIVE EMPLOYMENT AGREEMENT Mattersight Corporation (the ?Company?), and David Mullen, an individual (?Employee?), enter into this Executive Employment Agreement (?Agreement?) as of January 3, 2017 (the ?Effective Date?). Whereas, the Company desires to employ Employee to provide personal services to the Company and to provide Employee with certain compensation and b
January 3, 2017	8-K	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits matr-8k20170103.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): January 3, 2017 Mattersight Corporation (Exact Name of Registrant as Specified in Charter) Delaware (State or Other Jurisdiction of Incorporation) 0-27975 36-43045
November 9, 2016	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2016 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 0-27975 Mattersi
November 2, 2016	EX-99.1	Mattersight Announces Third Quarter 2016 Results matr-ex99151.htm Exhibit 99.1 Mattersight Announces Third Quarter 2016 Results Chicago, IL – (Marketwired – November 2, 2016) – Mattersight Corporation (NASDAQ: MATR), the pioneer in personality-based software applications, today announced financial results for the third quarter ended September 30, 2016. “Mattersight’s third quarter was marked by reaccelerated growth thanks to a deployment of back
November 2, 2016	EX-99.2	Discussion Topics Q3 Highlights Business Overview Deal Commentary Trend Update Q4 Outlook © 2016 Mattersight Corporation. matr-ex9926.pptx.htm Q3 2016 Earnings Webinar November 2016 Exhibit 99.2 Safe Harbor Language During today?s call we will be making both historical and forward-looking statements in order to help you better understand our business. These forward-looking statements include references to our plans, intentions, expectations, beliefs, strategies and objectives. Any forward-looking statements speak onl
November 2, 2016	8-K	Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition 8-K 1 matr-8k20161102.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): NOVEMBER 2, 2016 Mattersight Corporation (Exact Name of Registrant as Specified in Charter) Delaware (State or Other Jurisdiction of Incorporation) 0-279
August 9, 2016	EX-99	Mattersight Announces Second Quarter 2016 Results matr-ex99192.htm Exhibit 99.1 Mattersight Announces Second Quarter 2016 Results Chicago, IL ? (Marketwired ? August 9, 2016) ? Mattersight Corporation (NASDAQ: MATR), the pioneer in personality-based software applications, today announced financial results for the second quarter ended June 30, 2016. ?With four new logo customers closed in Q2 and rolling four quarter bookings up 24% year-over-year,
August 9, 2016	EX-99	Business Update The last several quarters were more challenging than expected But beneath the surface, we have made huge strides And our outlook is very promising Revenues in Q3 should be up ~15% over Q2, and an additional ~25% in Q4 over Q3 Reiterat matr-ex993_490.pptx.htm Q2 Earnings Deck August 2016 Exhibit 99.3 Safe Harbor Language During today’s call we will be making both historical and forward-looking statements in order to help you better understand our business. These forward-looking statements include references to our plans, intentions, expectations, beliefs, strategies and objectives. Any forward-looking statements speak only as of
August 9, 2016	8-K	Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events matr-8k20160809.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): AUGUST 9, 2016 Mattersight Corporation (Exact Name of Registrant as Specified in Charter) Delaware (State or Other Jurisdiction of Incorporation) 0-27975 36-430457
August 9, 2016	EX-99	Mattersight Provides Business Update matr-ex992107.htm Exhibit 99.2 Mattersight Provides Business Update Chicago, IL ? (Marketwired ? August 9, 2016) ? Mattersight Corporation (NASDAQ: MATR), the pioneer in personality-based software applications, today provided a business update on financial guidance, new customer growth and its new loan facility with Hercules Capital. Regaining Momentum Since Q3 2015, Mattersight has approximately
August 9, 2016	EX-99	Mattersight Provides Business Update matr-ex992107.htm Exhibit 99.2 Mattersight Provides Business Update Chicago, IL ? (Marketwired ? August 9, 2016) ? Mattersight Corporation (NASDAQ: MATR), the pioneer in personality-based software applications, today provided a business update on financial guidance, new customer growth and its new loan facility with Hercules Capital. Regaining Momentum Since Q3 2015, Mattersight has approximately
August 9, 2016	EX-99	Business Update The last several quarters were more challenging than expected But beneath the surface, we have made huge strides And our outlook is very promising Revenues in Q3 should be up ~15% over Q2, and an additional ~25% in Q4 over Q3 Reiterat matr-ex993_490.pptx.htm Q2 Earnings Deck August 2016 Exhibit 99.3 Safe Harbor Language During today’s call we will be making both historical and forward-looking statements in order to help you better understand our business. These forward-looking statements include references to our plans, intentions, expectations, beliefs, strategies and objectives. Any forward-looking statements speak only as of
August 9, 2016	8-K	Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events matr-8k20160809.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): AUGUST 9, 2016 Mattersight Corporation (Exact Name of Registrant as Specified in Charter) Delaware (State or Other Jurisdiction of Incorporation) 0-27975 36-430457
August 9, 2016	EX-99	Mattersight Announces Second Quarter 2016 Results matr-ex99192.htm Exhibit 99.1 Mattersight Announces Second Quarter 2016 Results Chicago, IL ? (Marketwired ? August 9, 2016) ? Mattersight Corporation (NASDAQ: MATR), the pioneer in personality-based software applications, today announced financial results for the second quarter ended June 30, 2016. ?With four new logo customers closed in Q2 and rolling four quarter bookings up 24% year-over-year,
August 9, 2016	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q 10-Q 1 matr-10q20160630.htm MATR-10Q-20160630 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2016 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM T
August 9, 2016	EX-10.1	SECOND AMENDMENT SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT EX-10.1 2 matr-ex101494.htm EX-10.1 Exhibit 10.1 SECOND AMENDMENT TO SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT This Second Amendment to Second Amended and Restated Loan and Security Agreement (this “Amendment”) is entered into this 30th day of June, 2016, by and between (a) SILICON VALLEY BANK, a California corporation with a loan production office located at 380 Interlocken Crescent
August 5, 2016	EX-10.2	Warrant Agreement between Mattersight Corporation and Hercules Capital, Inc., dated August 1, 2016 (incorporated by reference to Exhibit 10.2 to Mattersight Corporation’s Current Report on Form 8-K filed with the SEC on August 5, 2016). matr-ex1029.htm Exhibit 10.2 THIS WARRANT AND THE SHARES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?ACT?), OR ANY STATE SECURITIES LAWS, AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR, SUBJECT TO SECTION 11 HEREOF, AN OPINION OF COUNSEL (WHICH MAY
August 5, 2016	8-K	Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant 8-K 1 matr-8k20160801.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): AUGUST 1, 2016 Mattersight Corporation (Exact Name of Registrant as Specified in Charter) Delaware (State or Other Jurisdiction of Incorporation) 0-27975
August 5, 2016	EX-10.1	Loan and Security Agreement between Mattersight Corporation and Hercules Capital, Inc., dated August 1, 2016 (incorporated by reference to Exhibit 10.1 to Mattersight Corporation’s Current Report on Form 8-K filed with the SEC on August 5, 2016). matr-ex10110.htm Exhibit 10.1 EXECUTION VERSION LOAN AND SECURITY AGREEMENT THIS LOAN AND SECURITY AGREEMENT is made and dated as of August 1, 2016 and is entered into by and between Mattersight Corporation, a Delaware corporation (the ?Borrower?), HERCULES CAPITAL, INC., a Maryland corporation, and the several other banks and other financial institutions or entities from time to time parties to t
June 3, 2016	8-K	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits matr-8k20160601.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): June 1, 2016 Mattersight Corporation (Exact Name of Registrant as Specified in Charter) Delaware (State or Other Jurisdiction of Incorporation) 0-27975 36-4304577
May 16, 2016	8-K	Current Report matr-8k20160512.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): May 12, 2016 Mattersight Corporation (Exact Name of Registrant as Specified in Charter) Delaware (State or Other Jurisdiction of Incorporation) 0-27975 36-4304577
May 9, 2016	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q 10-Q 1 matr-10q20160331.htm 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2016 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission
May 4, 2016	EX-99.1	Mattersight Announces First Quarter 2016 Results matr-ex99115.htm Exhibit 99.1 Mattersight Announces First Quarter 2016 Results Chicago, IL ? (Marketwired ? May 4, 2016) ? Mattersight Corporation (NASDAQ: MATR), the pioneer in personality-based software applications, today announced financial results for the first quarter ending March 31, 2016. ?We continue to experience strong bookings growth, as our rolling four quarter bookings were up 47% ye
May 4, 2016	8-K	Mattersight 8-K (Current Report/Significant Event) matr-8k20160504.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): APRIL 30, 2016 Mattersight Corporation (Exact Name of Registrant as Specified in Charter) Delaware (State or Other Jurisdiction of Incorporation) 0-27975 36-430457
May 4, 2016	EX-99.2	Overview Positives Increasing market tailwinds Record rolling four quarters Bookings Record Book of Business Strongest ever pipeline New sales people gaining traction Breadth and depth of our product footprint Massive, underpenetrated market opportun matr-ex99216.pptx.htm Q1 2016 Earnings Webinar May 4, 2016 Exhibit 99.2 Safe Harbor Language During today’s call we will be making both historical and forward-looking statements in order to help you better understand our business. These forward-looking statements include references to our plans, intentions, expectations, beliefs, strategies and objectives. Any forward-looking statements speak only
March 31, 2016	EX-10.1	FIRST Amendment SECOND AMENDED AND RESTATED Loan and security agreement EX-10.1 2 matr-ex1016.htm EX-10.1 Exhibit 10.1 FIRST Amendment to SECOND AMENDED AND RESTATED Loan and security agreement This First Amendment to Second Amended and Restated Loan and Security Agreement (this “Amendment”) is entered into this 25th day of March, 2016, by and between (a) SILICON VALLEY BANK, a California corporation with a loan production office located at 380 Interlocken Crescent, S
March 31, 2016	8-K	Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant matr-8k20160325.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): March 25, 2016 Mattersight Corporation (Exact Name of Company as Specified in Charter) Delaware (State or Other Jurisdiction of Incorporation) 0-27975 36-4304577 (
March 31, 2016	DEFA14A	Mattersight DEFA14A DEFA14A 1 matr-defa14a20160512.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rul
March 31, 2016	DEF 14A	Mattersight DEF 14A matr-def14a20160512.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x De
March 11, 2016	EX-10.23	Summary of Director Compensation EX-10.23 6 matr-ex1023713.htm EX-10.23 Exhibit 10.23 Summary of Director Compensation Directors who are not employees of Mattersight or any of its subsidiaries (“Non-Employee Directors”) receive a fixed annual fee for their contributions to the board of directors, the amount of which is calculated for each director based on the following assumptions: · $1,500 per board meeting (assuming four per y
March 11, 2016	EX-24.1	POWER OF ATTORNEY Exhibit 24.1 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or officer of Mattersight Corporation, a Delaware corporation (the ?Company?), hereby constitutes and appoints each of Kelly D. Conway, Sheau-ming K. Ross, and Christine R. Carsen signing singly, as the undersigned?s true and lawful attorney-in-fact and agent, with full powers of substitution and re-su
March 11, 2016	EX-24.7	POWER OF ATTORNEY Exhibit 24.7 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or officer of Mattersight Corporation, a Delaware corporation (the ?Company?), hereby constitutes and appoints each of Kelly D. Conway, Sheau-ming K. Ross, and Christine R. Carsen signing singly, as the undersigned?s true and lawful attorney-in-fact and agent, with full powers of substitution and re-su
March 11, 2016	EX-10.24	Summary of 2016 Executive Officer Compensation EX-10.24 7 matr-ex1024714.htm EX-10.24 Exhibit 10.24 Summary of 2016 Executive Officer Compensation The following shows the 2016 annual salary for each of Mattersight’s current executive officers: Kelly D. Conway, President and Chief Executive Officer: $ 360,000 Christopher J. Danson, Executive Vice President and Chief Technology Officer: $ 305,000 Richard M. Dresden, Executive Vice President of S
March 11, 2016	10-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2015 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 0-27975 Mattersight Corpo
March 11, 2016	EX-24.5	POWER OF ATTORNEY Exhibit 24.5 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or officer of Mattersight Corporation, a Delaware corporation (the ?Company?), hereby constitutes and appoints each of Kelly D. Conway, Sheau-ming K. Ross, and Christine R. Carsen signing singly, as the undersigned?s true and lawful attorney-in-fact and agent, with full powers of substitution and re-su
March 11, 2016	EX-24.4	POWER OF ATTORNEY Exhibit 24.4 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or officer of Mattersight Corporation, a Delaware corporation (the ?Company?), hereby constitutes and appoints each of Kelly D. Conway, Sheau-ming K. Ross, and Christine R. Carsen signing singly, as the undersigned?s true and lawful attorney-in-fact and agent, with full powers of substitution and re-su
March 11, 2016	EX-10.7	Current Form of Option Award Agreement between applicable participant and Mattersight Corporation (incorporated by reference to Exhibit 10.7 to Mattersight Corporation’s Annual Report on Form 10-K for the year ended December 31, 2015 filed with the SEC on March 11, 2016). 1999 Stock Incentive Plan Exhibit 10.7 Mattersight Corporation Non-Statutory Stock Option Agreement Mattersight Corporation, a Delaware corporation (the ?Company?), hereby grants to the individual whose name appears below (the ?Optionholder?), pursuant to the provisions of the Mattersight Corporation 1999 Stock Incentive Plan (the ?Plan?), an option to purchase from the Company (the ?Option?) such
March 11, 2016	EX-24.2	POWER OF ATTORNEY Exhibit 24.2 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or officer of Mattersight Corporation, a Delaware corporation (the ?Company?), hereby constitutes and appoints each of Kelly D. Conway, Sheau-ming K. Ross, and Christine R. Carsen signing singly, as the undersigned?s true and lawful attorney-in-fact and agent, with full powers of substitution and re-su
March 11, 2016	EX-10.4	Current Form of Restricted Stock Award Agreement between applicable participant and Mattersight Corporation (incorporated by reference to Exhibit 10.4 to Mattersight Corporation’s Annual Report on Form 10-K for the year ended December 31, 2015 filed with the SEC on March 11, 2016). Exhibit 10.4 RESTRICTED STOCK AWARD Mattersight Corporation, a Delaware corporation (the ?Company?), hereby grants to the individual whose name appears below (the ?Participant?), pursuant to the provisions of the Mattersight Corporation 1999 Stock Incentive Plan (the ?Plan?), a Restricted Stock Award (this ?Award?) of shares of its Common Stock, $0.01 par value per share (the ?Restricted Shares?),
March 11, 2016	EX-10.22	Lease Agreement, effective as of March 20, 2015, between MEPT 200 WEST MADISON LLC and Mattersight Corporation (filed as Exhibit 10.22 to Mattersight Corporation’s Annual Report on Form 10-K for the year ended December 30, 2015). Exhibit 10.22 LEASE THIS LEASE (this ?Lease?) is made as of March 20, 2015, by and between ?Landlord? MEPT 200 WEST MADISON LLC, a Delaware limited liability company and ?Tenant? MATTERSIGHT CORPORATION, a Delaware corporation TABLE OF CONTENTS SECTION 1: DEFINITIONS 1 Access Laws 1 Additional Rent 1 Base Rent 1 Brokers 1 Building 1 Business Day 1 Claims 1 Commencement Date 1 Estimated Operating C
March 11, 2016	EX-24.6	POWER OF ATTORNEY Exhibit 24.6 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or officer of Mattersight Corporation, a Delaware corporation (the ?Company?), hereby constitutes and appoints each of Kelly D. Conway, Sheau-ming K. Ross, and Christine R. Carsen signing singly, as the undersigned?s true and lawful attorney-in-fact and agent, with full powers of substitution and re-su
March 11, 2016	EX-24.3	POWER OF ATTORNEY Exhibit 24.3 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or officer of Mattersight Corporation, a Delaware corporation (the ?Company?), hereby constitutes and appoints each of Kelly D. Conway, Sheau-ming K. Ross, and Christine R. Carsen signing singly, as the undersigned?s true and lawful attorney-in-fact and agent, with full powers of substitution and re-su
March 11, 2016	EX-21.1	MATTERSIGHT SUBSIDIARIES Exhibit 21.1 MATTERSIGHT SUBSIDIARIES Name of Company Jurisdiction of Incorporation Mattersight Europe Holding Corporation Delaware Mattersight International Holding, Inc. Illinois Mattersight (Netherlands) B.V. Netherlands Mattersight (Canada) Corporation Canada Mattersight (Deutschland) GmbH Germany Mattersight (UK) Limited England & Wales Mattersight Corporation (Australia) Pty. Ltd. Australia
March 11, 2016	EX-10.2	Mattersight Corporation 1999 Employee Stock Purchase Plan (as Amended and Restated effective February 16, 2016) (incorporated by reference to Exhibit 10.2 to Mattersight Corporation’s Annual Report on Form 10-K for the year ended December 31, 2015 filed with the SEC on March 11, 2016). Exhibit 10.2 MATTERSIGHT CORPORATION 1999 EMPLOYEE STOCK PURCHASE PLAN (as Amended and Restated as of February 17, 2016) 1. Purpose. The purpose of the Mattersight Corporation 1999 Employee Stock Purchase Plan (the "Plan") is to provide employees of Mattersight Corporation, a Delaware corporation (the "Company"), and its Subsidiary Companies (as defined in Section 15) added incentive to remain emp
February 10, 2016	EX-99.1	Mattersight Announces Fourth Quarter 2015 Results EX-99.1 2 matr-ex99148.htm EX-99.1 Exhibit 99.1 Mattersight Announces Fourth Quarter 2015 Results Chicago, IL – (Marketwired – February 10, 2016) – Mattersight Corporation (NASDAQ: MATR), the pioneer in personality-based software applications, today announced financial results for the fourth quarter ending December 31, 2015. “In the fourth quarter, we sustained the strong across-the-board momentum
February 10, 2016	EX-99.2	Discussion Topics Q4 Results, Highlights and Trends 2015 Accomplishments Workstyle Launch 2016 Guidance © 2016 Mattersight Corporation. EX-99.2 3 matr-ex9926.htm EX-99.2 Q4 2015 Earnings Webinar February 10, 2016 Exhibit 99.2 Safe Harbor Language During today’s call we will be making both historical and forward-looking statements in order to help you better understand our business. These forward-looking statements include references to our plans, intentions, expectations, beliefs, strategies and objectives. Any forward-looking sta
February 10, 2016	8-K	Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition 8-K 1 matr-8k20160210.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): FEBRUARY 10, 2016 Mattersight Corporation (Exact Name of Registrant as Specified in Charter) Delaware (State or Other Jurisdiction of Incorporation) 0-27
February 3, 2016	SC 13G/A	MATR / Mattersight Corp. / DIKER MANAGEMENT LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No.
February 3, 2016	SC 13G	MATR / Mattersight Corp. / DIKER MANAGEMENT LLC - SCHEDULE 13G HOLDINGS REPORT Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.
January 29, 2016	SC 13G/A	MATR / Mattersight Corp. / PRESCOTT GROUP CAPITAL MANAGEMENT, L.L.C. - SC 13G/A Passive Investment SC 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A (Amendment No.
January 27, 2016	EX-99.1	Relevant portion of the transcript of a January 26, 2016 interview with Kelly Conway webcast on tastytrade.com. EX-99.1 Exhibit 99.1 Relevant portion of the transcript of a January 26, 2016 interview with Kelly Conway webcast on tastytrade.com. Kelly Conway, President and Chief Executive Officer of Mattersight Corporation ? We have about 250 employees, growing really rapidly. We had a great year last year. We are up over in excess of 30%. Our, what we call our book of business, which is the value of all of
January 27, 2016	8-K	Financial Statements and Exhibits, Results of Operations and Financial Condition 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): JANUARY 26, 2016 Mattersight Corporation (Exact Name of Registrant as Specified in Charter) Delaware (State or Other Jurisdiction of Incorporation) 0-27975 36-4304577 (Commission
January 14, 2016	SC 13G	Mattersight SCHEDULE 13G HOLDINGS REPORT (Passive Acquisition of More Than 5% of Shares) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.
November 23, 2015	SC 13D/A	MATR / Mattersight Corp. / SUTTER HILL VENTURES - MATTERSIGHT SCHEDULE 13DA 11-23-15 Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 5)* Mattersight Corporation (Name of Issuer) Common Stock (Title of Class of Securities) 577097108 (CUSIP Number) Robert Yin Sutter Hill Ventures 755 Page Mill Rd., Suite A-200 Palo Alto, CA 94304 650-493-5600 (Name, Address and Telephone Number of Person Au
November 12, 2015	SC 13D/A	MATR / Mattersight Corp. / SUTTER HILL VENTURES - MATTERSIGHT SCHEDULE 13D/A - 11-12-15 Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 4)* Mattersight Corporation (Name of Issuer) Common Stock (Title of Class of Securities) 577097108 (CUSIP Number) Robert Yin Sutter Hill Ventures 755 Page Mill Rd., Suite A-200 Palo Alto, CA 94304 650-493-5600 (Name, Address and Telephone Number of Person Au
November 5, 2015	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2015 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 0-27975 Mattersi
November 4, 2015	EX-99.2	Q3 Business Highlights Strong bookings Record revenues and book of business PBR driving addition of significant new logo customers Meaningful progress toward scaling our business © 2015 Mattersight Corporation. matr-ex9927.pptx.htm Q3 2015 Earnings Webinar November 4, 2015 Exhibit 99.2 Safe Harbor Language During today’s call we will be making both historical and forward-looking statements in order to help you better understand our business. These forward-looking statements include references to our plans, intentions, expectations, beliefs, strategies and objectives. Any forward-looking statements speak
November 4, 2015	8-K	Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): NOVEMBER 4, 2015 Mattersight Corporation (Exact Name of Registrant as Specified in Charter) Delaware (State or Other Jurisdiction of Incorporation) 0-27975 36-4304577 (Commission File
November 4, 2015	EX-99.1	Mattersight Announces Third Quarter 2015 Results matr-ex9916.htm Exhibit 99.1 Mattersight Announces Third Quarter 2015 Results Chicago, IL ? (Marketwired ? November 4, 2015) ? Mattersight Corporation (NASDAQ: MATR), the pioneer in personality-based software applications, today announced financial results for the third quarter ending September 30, 2015. ?Mattersight?s third quarter was marked by continued growth and innovation,? said President an
August 17, 2015	8-K	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers 8-K 1 d84607d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): August 12, 2015 Mattersight Corporation (Exact Name of Registrant as Specified in Charter) Delaware (State or Other Jurisdiction of Incorporation) 0-27975
August 6, 2015	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2015 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 0-2
August 5, 2015	8-K	Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): AUGUST 5, 2015 Mattersight Corporation (Exact Name of Registrant as Specified in Charter) Delaware (State or Other Jurisdiction of Incorporation) 0-27975 36-4304577 (Commission File N
August 5, 2015	EX-99.1	Mattersight Announces Second Quarter 2015 Results EX-99.1 Exhibit 99.1 Mattersight Announces Second Quarter 2015 Results Chicago, IL ? (Marketwired ? August 5, 2015) ? Mattersight Corporation (NASDAQ: MATR), the pioneer in personality-based software applications, today announced financial results for the second quarter ending June 30, 2015. ?The second quarter was another strong one for Mattersight,? said President and CEO Kelly Conway. ?Our perf
August 5, 2015	EX-99.2	Q2 2015 EX-99.2 Q2 2015 Earnings Webinar August 5, 2015 Exhibit 99.2 ?2015 Mattersight Corporation Safe Harbor Language During today?s call we will be making both historical and forward-looking statements in order to help you better understand our business. These forward-looking statements include references to our plans, intentions, expectations, beliefs, strategies and objectives. Any forward-looking st
July 24, 2015	SC 13D/A	MATR / Mattersight Corp. / Investor Growth Capital, LLC - AMENDMENT NO. 2 Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* MATTERSIGHT CORPORATION (Name of Issuer) Common Stock, $0.01 par value per share (Title of Class of Securities) 577097108 (CUSIP Number) Anthony O. Pergola, Esq. Richard Bernstein, Esq. Lowenstein Sandler LLP 1251 Avenue of the Americas, 17th Floor New Y
July 23, 2015	424B5	MATTERSIGHT CORPORATION 2,728,712 shares of Common Stock, par value $0.01 per share Prospectus Supplement 424B5 Table of Contents As filed pursuant to Rule 424(b)(5) Registration No.
July 23, 2015	8-K	Mattersight FORM 8-K (Current Report/Significant Event) Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 22, 2015 MATTERSIGHT CORPORATION (Exact name of registrant as specified in its charter) Delaware 0-27975 36-4304577 (State or other jurisdiction of incorporation) (Commi
July 23, 2015	EX-10.1	Form of Purchase Agreement dated July 22, 2015 by and between Mattersight Corporation and the purchasers named therein (incorporated by reference to Exhibit 10.1 to Mattersight Corporation’s Current Report on Form 8-K filed with the SEC on July 23, 2015). EX-10.1 Exhibit 10.1 MATTERSIGHT CORPORATION AND THE PURCHASERS NAMED HEREIN COMMON STOCK PURCHASE AGREEMENT July 22, 2015 MATTERSIGHT CORPORATION COMMON STOCK PURCHASE AGREEMENT This Common Stock Purchase Agreement (this ?Agreement?) is made as of July 22, 2015 by and between Mattersight Corporation, a Delaware corporation (the ?Company?), and those purchasers listed on the attached Exhibit A (ea
July 23, 2015	EX-99.1	Mattersight to Raise $16.2M in Registered Direct Offering EX-99.1 3 d37621dex991.htm EX-99.1 Exhibit 99.1 Mattersight to Raise $16.2M in Registered Direct Offering Chicago, IL – (Marketwired – July 23, 2015) – Mattersight Corporation (NASDAQ: MATR) announced today that it has agreed to sell 2,728,712 shares of its common stock to certain investors and certain officers and directors in a registered direct offering. Mattersight Corporation (the “Company”)
July 7, 2015	EX-99.1	Mattersight Announces Strong Bookings, Increased Revenue Guidance, and Key Leadership Hires in Q2 Preview EX-99.1 Exhibit 99.1 Mattersight Announces Strong Bookings, Increased Revenue Guidance, and Key Leadership Hires in Q2 Preview Chicago, IL ? (Marketwired ? July 7, 2015) ? Mattersight Corporation (NASDAQ: MATR), the pioneer in personality-based software applications, today provided an update on its second quarter business activity. ?We are pleased with our continued progress and increasing busines
July 7, 2015	8-K	Mattersight 8-K (Current Report/Significant Event) 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): JULY 6, 2015 Mattersight Corporation (Exact Name of Registrant as Specified in Charter) Delaware (State or Other Jurisdiction of Incorporation) 0-27975 36-4304577 (Commission File
July 7, 2015	EX-10.1	EXECUTIVE EMPLOYMENT AGREEMENT EX-10.1 EXHIBIT 10.1 EXECUTIVE EMPLOYMENT AGREEMENT Mattersight Corporation (the ?Company?), and Sheau-ming Ross, an individual (?Employee?), enter into this Executive Employment Agreement (?Agreement?) as of July 6, 2015 (the ?Effective Date?). WHEREAS, the Company desires to employ Employee to provide personal services to the Company and to provide Employee with certain compensation and benefits
May 18, 2015	8-K	Mattersight FORM 8-K (Current Report/Significant Event) FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): May 14, 2015 Mattersight Corporation (Exact Name of Registrant as Specified in Charter) Delaware (State or Other Jurisdiction of Incorporation) 0-27975 36-4304577 (Commission
May 7, 2015	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2015 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 0-
May 7, 2015	EX-10.1	First Amendment to Second Amended and Restated Employment Agreement, dated March 17, 2015, between Kelly D. Conway and Mattersight Corporation (incorporated by reference to Exhibit 10.1 to Mattersight Corporation’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2015 filed with the SEC on May 7, 2015). EX-10.1 2 d914635dex101.htm EX-10.1 Exhibit 10.1 FIRST AMENDMENT TO SECOND AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT This FIRST AMENDMENT TO SECOND AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (this “Amendment”) is made and entered into as of this 17th day of March 2015 (the “Effective Date”), by and between Mattersight Corporation (f/k/a eLoyalty Corporation), a Delaware Corporat
May 6, 2015	EX-99.2	Q1 2015 Earnings EX-99.2 Q1 2015 Earnings Webinar May 6, 2015 Exhibit 99.2 Safe Harbor Language During today?s call we will be making both historical and forward-looking statements in order to help you better understand our business. These forward-looking statements include references to our plans, intentions, expectations, beliefs, strategies, and objectives. Any forward-looking statements speak only as of today?
May 6, 2015	8-K	Mattersight 8-K (Current Report/Significant Event) 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): MAY 6, 2015 Mattersight Corporation (Exact Name of Registrant as Specified in Charter) Delaware (State or Other Jurisdiction of Incorporation) 0-27975 36-4304577 (Commission File
May 6, 2015	EX-99.1	Mattersight Announces First Quarter 2015 Results EX-99.1 Exhibit 99.1 Mattersight Announces First Quarter 2015 Results CHICAGO, IL, May 6, 2015 ? Mattersight Corporation (Nasdaq: MATR), the pioneer in personality-based software applications, today announced financial results for the first quarter ending March 31, 2015. ?We achieved record revenue, strong year-over-year revenue growth, solid bookings, and continued best-in-class SaaS metrics. In
April 8, 2015	CORRESP	Mattersight ESP CORRESP Mattersight Corporation 200 S. Wacker Drive, Suite 820 Chicago, Illinois 60606 April 8, 2015 VIA EDGAR Mr. Tom Kluck Branch Chief Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, NE Washington, DC 20549 Re: Mattersight Corporation Registration Statement on Form S-3 Filed on March 13, 2015 File No. 333-202744 Dear Mr. Kluck: Pursuant to Rule 461 under th
April 2, 2015	CORRESP	Mattersight ESP CORRESP Winston & Strawn LLP 35 West Wacker Drive Chicago, Illinois 60601 April 2, 2015 VIA EDGAR Mr.
April 2, 2015	DEFA14A	Mattersight DEFA14A DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by Registrant x Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy S
April 2, 2015	DEF 14A	Mattersight DEF 14A DEF 14A 1 d875051ddef14a.htm DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as perm
March 13, 2015	S-3	Mattersight S-3 S-3 1 d891999ds3.htm S-3 Table of Contents As filed with the Securities and Exchange Commission on March 13, 2015 Registration Statement No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 MATTERSIGHT CORPORATION (Exact name of registrant as specified in its charter) Delaware 36-4304577 (State or other ju
March 13, 2015	EX-4.1	MATTERSIGHT CORPORATION Dated as of [—], 20[—] Senior Debt Securities Table of Contents Page ARTICLE 1 DEFINITIONS 4 Section 1.01 Definitions of Terms 4 ARTICLE 2 ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES 5 Section EX-4.1 2 d891999dex41.htm EX-4.1 Exhibit 4.1 MATTERSIGHT CORPORATION Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of [—], 20[—] Senior Debt Securities Table of Contents Page ARTICLE 1 DEFINITIONS 4 Section 1.01 Definitions of Terms 4 ARTICLE 2 ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES 5 Section 2.01 Designation and Terms of Securities 5 Section 2.02 Form of
March 13, 2015	EX-4.2	MATTERSIGHT CORPORATION Dated as of [—], 20[—] Subordinated Debt Securities ARTICLE 1 DEFINITIONS 4 Section 1.01 Definitions of Terms 4 ARTICLE 2 ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES 5 Section 2.01 Designation EX-4.2 3 d891999dex42.htm EX-4.2 Exhibit 4.2 MATTERSIGHT CORPORATION Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of [—], 20[—] Subordinated Debt Securities ARTICLE 1 DEFINITIONS 4 Section 1.01 Definitions of Terms 4 ARTICLE 2 ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES 5 Section 2.01 Designation and Terms of Securities 5 Section 2.02 Form of Securities and Tr
March 12, 2015	EX-24.6	POWER OF ATTORNEY Exhibit 24.6 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or officer of Mattersight Corporation, a Delaware corporation (the ?Company?), hereby constitutes and appoints each of Kelly D. Conway, Mark Iserloth, and Christine R. Carsen signing singly, as the undersigned?s true and lawful attorney-in-fact and agent, with full powers of substitution and re-substit
March 12, 2015	EX-10.1	Mattersight Corporation 1999 Stock Incentive Plan (Conformed Copy as Amended through November 5, 2014) (incorporated by reference to Exhibit 10.1 to Mattersight Corporation’s Annual Report on Form 10-K for the year ended December 31, 2014 filed with the SEC on March 12, 2015). EX-10.1 2 d856268dex101.htm EX-10.1 Exhibit 10.1 MATTERSIGHT CORPORATION 1999 STOCK INCENTIVE PLAN (Conformed Copy as Amended through November 5, 2014) I. INTRODUCTION 1.1 Purposes. The purposes of the 1999 Stock Incentive Plan (the “Plan”) of Mattersight Corporation, a Delaware corporation (the “Company”), are to: (i) align the interests of the Company’s stockholders and the recipients of awards
March 12, 2015	EX-24.3	POWER OF ATTORNEY Exhibit 24.3 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or officer of Mattersight Corporation, a Delaware corporation (the ?Company?), hereby constitutes and appoints each of Kelly D. Conway, Mark Iserloth, and Christine R. Carsen signing singly, as the undersigned?s true and lawful attorney-in-fact and agent, with full powers of substitution and re-substit
March 12, 2015	EX-24.7	POWER OF ATTORNEY Exhibit 24.7 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or officer of Mattersight Corporation, a Delaware corporation (the ?Company?), hereby constitutes and appoints each of Kelly D. Conway, Mark Iserloth, and Christine R. Carsen signing singly, as the undersigned?s true and lawful attorney-in-fact and agent, with full powers of substitution and re-substit
March 12, 2015	EX-24.5	POWER OF ATTORNEY Exhibit 24.5 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or officer of Mattersight Corporation, a Delaware corporation (the ?Company?), hereby constitutes and appoints each of Kelly D. Conway, Mark Iserloth, and Christine R. Carsen signing singly, as the undersigned?s true and lawful attorney-in-fact and agent, with full powers of substitution and re-substit
March 12, 2015	EX-10.21	Summary of Director Compensation Exhibit 10.21 Summary of Director Compensation Directors who are not employees of Mattersight or any of its subsidiaries (?Non-Employee Directors?) receive a fixed annual fee for their contributions to the board of directors, the amount of which is calculated for each director based on the following assumptions: ? $1,500 per board meeting (assuming four per year) plus an additional $500 per meetin
March 12, 2015	EX-10.22	Summary of 2015 Executive Officer Compensation Exhibit 10.22 Summary of 2015 Executive Officer Compensation The following shows the 2015 annual salary for each of Mattersight?s current executive officers: Kelly D. Conway, President and Chief Executive Officer: $ 350,000 Christopher J. Danson, Executive Vice President of Delivery: $ 300,000 Richard M. Dresden, Executive Vice President of Sales: $ 275,000 David R. Gustafson, Executive Vice Presi
March 12, 2015	EX-21.1	MATTERSIGHT SUBSIDIARIES Name of Company Jurisdiction of Incorporation Mattersight Europe Holding Corporation Delaware Mattersight International Holding, Inc. Illinois Mattersight (Netherlands) B.V. Netherlands Mattersight (Canada) Corporation Canada Exhibit 21.1 MATTERSIGHT SUBSIDIARIES Name of Company Jurisdiction of Incorporation Mattersight Europe Holding Corporation Delaware Mattersight International Holding, Inc. Illinois Mattersight (Netherlands) B.V. Netherlands Mattersight (Canada) Corporation Canada Mattersight (Deutschland) GmbH Germany Mattersight (UK) Limited England & Wales Mattersight Corporation (Australia) Pty. Ltd. Australia
March 12, 2015	EX-24.2	POWER OF ATTORNEY Exhibit 24.2 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or officer of Mattersight Corporation, a Delaware corporation (the ?Company?), hereby constitutes and appoints each of Kelly D. Conway, Mark Iserloth, and Christine R. Carsen signing singly, as the undersigned?s true and lawful attorney-in-fact and agent, with full powers of substitution and re-substit
March 12, 2015	EX-24.1	POWER OF ATTORNEY Exhibit 24.1 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or officer of Mattersight Corporation, a Delaware corporation (the ?Company?), hereby constitutes and appoints each of Kelly D. Conway, Mark Iserloth, and Christine R. Carsen signing singly, as the undersigned?s true and lawful attorney-in-fact and agent, with full powers of substitution and re-substit
March 12, 2015	EX-10.23	SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT Exhibit 10.23 EXECUTION COPY SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT This SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this ?Agreement?) dated as of March 10, 2015 (the ?Effective Date?) among (a) SILICON VALLEY BANK, a California corporation with a loan production office located at 380 Interlocken Crescent, Suite 600, Broomfield, Colorado 80021 (?Bank?), and (b) (i) MA
March 12, 2015	10-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2014 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 0-27975
March 12, 2015	EX-10.19	FIRST AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT EX-10.19 3 d856268dex1019.htm EX-10.19 Exhibit 10.19 FIRST AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT This FIRST AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT (this “Amendment”) is made and entered into as of this 1st day of November 2014 (the “Effective Date”), by and between Mattersight Corporation, a Delaware Corporation (“Mattersight”) and Richard Dresden, a resident of the State of Illinois (t
March 12, 2015	EX-24.4	POWER OF ATTORNEY Exhibit 24.4 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or officer of Mattersight Corporation, a Delaware corporation (the ?Company?), hereby constitutes and appoints each of Kelly D. Conway, Mark Iserloth, and Christine R. Carsen signing singly, as the undersigned?s true and lawful attorney-in-fact and agent, with full powers of substitution and re-substit
February 17, 2015	SC 13G	MATR / Mattersight Corp. / PRESCOTT GROUP CAPITAL MANAGEMENT, L.L.C. - SC 13G Passive Investment SC 13G 1 d872954dsc13g.htm SC 13G SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) Mattersight Corporation (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 577097108 (CUSIP Number) Dec
February 17, 2015	EX-99.1	JOINT FILING AGREEMENT EX-99.1 2 d872954dex991.htm EX-99.1 EXHIBIT 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the Common Stock, par value $0.01 per share, of Mattersight Corporation, a Delawar
February 13, 2015	SC 13G/A	MATR / Mattersight Corp. / PENINSULA CAPITAL MANAGEMENT, LP Passive Investment SC 13G/A 1 d637134613g-a.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Mattersight Corporation (Name of Issuer) Common Stock, $.01 par value (Title of Class of Securities) 577097108 (CUSIP Number) December 31, 2014 (Date of Event Which Requires Filing of this Statement) Check the appropriate box t
February 11, 2015	8-K	Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Results of Operations and Financial Condition Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): FEBRUARY 6, 2015 Mattersight Corporation (Exact Name of Registrant as Specified in Charter) Delaware (State or Other Jurisdiction of Incorporation) 0-27975 36-4304577 (Commis
February 11, 2015	EX-99.2	Mattersight Q4 2014 EX-99.2 Mattersight Q4 2014 February 11, 2015 Exhibit 99.2 Earnings Webinar Confidential & Restricted © 2015 Mattersight Corporation Safe Harbor Language During today’s call we will be making both historical and forward- looking statements in order to help you better understand our business. These forward-looking statements include references to our plans, intentions, expectations, beliefs, strate
February 11, 2015	EX-99.1	MATTERSIGHT CORPORATION CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited and in thousands, except per share data) For the Three Months For the Twelve Months Ended Ended Dec. 31, 2014 Dec. 31, 2013 Dec. 31, 2014 Dec. 31, 2013 Revenue: Behavioral Analy EX-99.1 Exhibit 99.1 Mattersight Announces Fourth Quarter 2014 Results CHICAGO, IL, February 11, 2015 – Mattersight Corporation (Nasdaq: MATR), the leading provider of personality-based customer experience applications, today announced financial results for the fourth quarter ending December 31, 2014. “The fourth quarter was a strong close to an impressive year for Mattersight,” said Kelly Conway,
November 6, 2014	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2014 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Numbe
November 5, 2014	8-K	Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition 8-K 1 d817552d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): NOVEMBER 5, 2014 Mattersight Corporation (Exact Name of Registrant as Specified in Charter) Delaware (State or Other Jurisdiction of Incorporation) 0-27975 36

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