X0306 4 2018-08-20 1 0001094348 Mattersight Corp MATR 0001543763 Gustafson David R 200 W. MADISON, SUITE 3100 CHICAGO IL 60606 0 1 0 0 EVP & COO Common Stock 2018-08-20 4 U 0 405332 D 0 D Common Stock 2018-08-20 4 U 0 135366 D 0 D Stock Option (right to buy) 5.79 2018-08-20 4 D 0 25000 0.00 D 2012-02-27 2022-02-27 Common Stock 25000 0 D Stock Option (right to buy) 4.69 2018-08-20 4 D 0 30000 0.00 D 2013-03-15 2023-03-15 Common Stock 30000 0 D Stock Option (right to buy) 4.10 2018-08-20 4 D 0 30000 0.00 D 2013-11-06 2023-11-06 Common Stock 30000 0 D Stock Option (right to buy) 6.38 2018-08-20 4 D 0 28125 0.00 D 2014-04-21 2024-04-21 Common Stock 28125 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. Per the terms of the Agreement, specified shares of the Issuer's common stock subject to restricted stock award agreements with the Issuer were automatically converted into restricted American depository shares of Nice Ltd. 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. /s/ Corrine N. Taylor, Attorney-in-fact 2018-08-20