X0306 4 2018-08-20 1 0001094348 Mattersight Corp MATR 0001232211 MURRAY MICHAEL JOHN 200 W. MADISON, SUITE 3100 CHICAGO IL 60606 1 0 0 0 Common Stock 2018-08-20 4 U 0 583553 D 0 D Stock Option (right to buy) 69.21 2018-08-20 4 D 0 4851 0.00 D 1999-01-29 2019-01-29 Common Stock 4851 0 D Stock Option (right to buy) 4.25 2018-08-20 4 D 0 50000 0.00 D 2009-02-18 2019-02-18 Common Stock 50000 0 D Stock Option (right to buy) 6.90 2018-08-20 4 D 0 5000 0.00 D 2009-05-15 2019-05-15 Common Stock 5000 0 D Stock Option (right to buy) 6.34 2018-08-20 4 D 0 5000 0.00 D 2010-05-14 2020-05-14 Common Stock 5000 0 D Stock Option (right to buy) 6.27 2018-08-20 4 D 0 5000 0.00 D 2011-05-20 2021-05-20 Common Stock 5000 0 D Stock Option (right to buy) 7.70 2018-08-20 4 D 0 5000 0.00 D 2012-05-18 2022-05-18 Common Stock 5000 0 D Stock Option (right to buy) 3.80 2018-08-20 4 D 0 10000 0.00 D 2013-05-17 2023-05-17 Common Stock 10000 0 D Stock Option (right to buy) 4.99 2018-08-20 4 D 0 10000 0.00 D 2014-05-16 2024-05-16 Common Stock 10000 0 D Stock Option (right to buy) 6.13 2018-08-20 4 D 0 10000 0.00 D 2015-05-15 2025-05-15 Common Stock 10000 0 D Stock Option (right to buy) 3.57 2018-08-20 4 D 0 10000 0.00 D 2016-05-13 2026-05-13 Common Stock 10000 0 D Stock Option (right to buy) 2.55 2018-08-20 4 D 0 10000 D 2017-05-19 2027-05-19 Common Stock 10000 0 D Series B Preferred Stock 0.00 2018-08-20 4 U 0 23243 D Common Stock 23243 0 D Per the terms of the Agreement and Plan of Merger, dated 4/25/18, among the Issuer, NICE Systems, Inc., NICE Acquisition Sub, Inc., and NICE Ltd. (the "Agreement") and the Offer (as defined in the Agreement), each share of the Issuer's common stock was tendered for $2.70 per share in cash, without interest and less any required withholding taxes. Disposed of per Section 2.7(e) of the Agreement, whereby each option with an exercise price greater than $2.70 per share that was outstanding immediately prior to the Offer Closing (as defined in the Agreement) was cancelled without consideration. Disposed of per Section 2.7(e) of the Agreement, whereby each option with an exercise price less than $2.70 per share that was outstanding immediately prior to the Offering Closing was cancelled for an amount per share of $2.70 less the applicable exercise price of the option. Per the terms of the Agreement and the Offer, each share of the Issuer's Series B Preferred Stock was tendered for $7.80 per share, plus accrued and unpaid dividends payable thereon, in cash, without interest and less any required withholding taxes. Immediate None /s/ Corrine N. Taylor, Attorney-in-fact 2018-08-20