X0306 4 2018-08-20 0 0001094348 Mattersight Corp MATR 0001208888 MULLEN DAVID B 200 W. MADISON, SUITE 3100 CHICAGO IL 60606 1 1 0 0 CFO Common Stock 2018-08-20 4 U 0 369802 D 0 D Common Stock 2018-08-20 4 F 0 11220 D 0 D Common Stock 2018-08-20 4 D 0 74248 D 0 D Stock Option(right to buy) 4.88 2018-08-20 4 D 0 50000 0.00 D 2009-03-02 2019-03-02 Common Stock 50000 0 D Stock Option(right to buy) 6.90 2018-08-20 4 D 0 1000 0.00 D 2009-05-15 2019-05-15 Common Stock 1000 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 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. This is a disposition of shares to comply with Section 280G of the Internal Revenue Code of 1986, as amended. This is a disposition of shares to the Issuer pursuant to the terms of a pre-existing award agreement and equity incentive plan and was approved in advance in the manner provided in Rule 16b-3(e) of the Securities Exchange Act of 1934. 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/ David Mullen 2018-08-20