SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Investor Growth Capital, LLC

(Last)

(First)

(Middle)

ONE ROCKEFELLER PLAZA, SUITE 2801

(Street)

NEW YORK

10020

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
12/19/2011

3. Issuer Name and Ticker or Trading Symbol
Mattersight Corp [ MATR ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, par value $0.01 per share	2,364,209⁽¹⁾	I⁽²⁾⁽³⁾	See footnotes⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)

Explanation of Responses:

1. As of December 19, 2011 (the "Transaction Date"), IGC Fund VI, L.P., a Delaware limited partnership (the "Fund"), held 2,364,209 shares of common stock, $0.01 par value per share (the "Common Shares") of Mattersight Corporation, a Delaware corporation (the "Company").

2. Investor Growth Capital, LLC, a Delaware limited liability company (the "General Partner"), is the general partner of the Fund. The General Partner possesses the sole power to vote and the sole power to direct the disposition of all securities of the Company held by the Fund. The General Partner is controlled by a Board of Directors consisting of Michael V. Oporto, Stephen Campe and Lennart Johansson. Messrs. Oporto and Campe are citizens of the United States of America and Mr. Johansson is a citizen of the Kingdom of Sweden.

3. A senior executive employed by an affiliate of the General Partner and a member of the Board of Directors of the Company (the "Senior Executive Employee"), Mr. Philip R. Dur, holds options to acquire 50,000 Common Shares. Mr. Dur separately files statements pursuant to Section 16 of the Act with respect to such options.

4. The General Partner's interest in all of the Company's securities is limited to the extent of its pecuniary interest in such securities, if any, and neither the filing of this statement nor any of its contents shall be deemed to constitute an admission by the General Partner or any other person/entity that he/she or it was or is the beneficial owner of any of the Company's securities for purposes of Section 16 of the Act, or for any other purpose.

5. Investor AB ("Investor AB"), a limited liability company incorporated under the laws of Sweden, is a publicly held and engaged principally in business as a diversified industrial holding company. Investor AB, through one or more intermediate entities, is the sole limited partner of the Fund and the majority holder of the membership interests of the General Partner.

6. On December 27, 2011, Investor AB filed a Form 3 (the "December Form 3") with the United States Securities and Exchange Commission (the "Commission"). It has been determined that Investor AB was not, as of the Transaction Date, and is not, a ten percent beneficial owner of the Company's Common Shares as set forth in Rule 16a-2 under the Securities Exchange Act of 1934 (the "Act"). Accordingly, Investor AB, concurrent with the filing of this Form 3 with the Commission, has filed a Form 4 with the Commission to disclose that for the purposes of Rule 16a-2 under Act, Investor AB is deemed to beneficially own none of the securities of the Company held by the Fund.

Remarks:

	/s/ Michael V. Oporto, Secretary	05/10/2012
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.