X0306 4 2012-11-30 0 0001094348 Mattersight Corp MATR 0001456262 Carsen Christine R 200 S. WACKER DRIVE, SUITE 820 CHICAGO IL 60606 0 1 0 0 VP, Gen'l Counsel & Corp. Sec. Common Stock 2012-11-30 4 F 0 830 5.11 D 28136 D This is not an open market sale of securities. This is a disposition of shares to the issuer in the form of share withholding upon vesting of restricted stock, to satisfy mandatory tax withholding obligations. The disposition occurred pursuant to a pre-existing award agreement and equity incentive plan and was approved in advance in the manner provided in Rule 16b-3(e) under the Securities Exchange Act of 1934. Christine R. Carsen 2012-12-04