X0306 4 2018-08-20 1 0001094348 Mattersight Corp MATR 0001197647 COXE TENCH 755 PAGE MILL ROAD, SUITE A-200 PALO ALTO CA 94304-1005 1 1 Common Stock 2018-08-20 4 U 0 98494.0000 0 D 0.0000 D Common Stock 2018-08-20 4 U 0 1283497.0000 0 D 0.0000 I By Ltd Partnership (ROOS) Common Stock 2018-08-20 4 U 0 1056194.0000 0 D 0.0000 I By Ltd Partnership (SHV) Common Stock 2018-08-20 4 U 0 73411.0000 0 D 0.0000 I By Profit Sharing Plan Trust Common Stock 2018-08-20 4 U 0 533881.0000 0 D 0.0000 I By Trust (Trustees) Stock Option (Right to Buy) 3.5700 2018-08-20 4 D 0 10000.0000 0.0000 D 2026-05-13 Common Stock 10000.0000 0.0000 D Stock Option (Right to Buy) 6.1300 2018-08-20 4 D 0 10000.0000 0.0000 D 2025-05-15 Common Stock 10000.0000 0.0000 D Stock Option (Right to Buy) 2.5500 2018-08-20 4 D 0 10000.0000 D 2027-05-19 Common Stock 10000.0000 0.0000 D Stock Option (Right to Buy) 4.2500 2018-08-20 4 D 0 50000.0000 0.0000 D 2009-02-28 2019-02-18 Common Stock 50000.0000 0.0000 D Stock Option (Right to Buy) 6.9000 2018-08-20 4 D 0 5000.0000 0.0000 D 2010-05-31 2019-05-15 Common Stock 5000.0000 0.0000 D Stock Option (Right to Buy) 6.3400 2018-08-20 4 D 0 5000.0000 0.0000 D 2011-05-31 2020-05-14 Common Stock 5000.0000 0.0000 D Stock Option (Right to Buy) 6.2700 2018-08-20 4 D 0 5000.0000 0.0000 D 2012-05-31 2021-05-20 Common Stock 5000.0000 0.0000 D Stock Option (Right to Buy) 7.7000 2018-08-20 4 D 0 5000.0000 0.0000 D 2013-05-31 2022-05-18 Common Stock 5000.0000 0.0000 D Stock Option (Right to Buy) 3.8000 2018-08-20 4 D 0 10000.0000 0.0000 D 2014-05-31 2023-05-17 Common Stock 10000.0000 0.0000 D Stock Option (Right to Buy) 4.9900 2018-08-20 4 D 0 10000.0000 0.0000 D 2015-05-31 2024-05-16 Common Stock 10000.0000 0.0000 D Series B Preferred Stock 2018-08-20 4 U 0 639253.0000 D Common Stock 639253.0000 0.0000 I By Ltd Partnership (SHV) Series B Preferred Stock 2018-08-20 4 U 0 202977.0000 D Common Stock 202977.0000 0.0000 I By Trust (Trustees) 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. ("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. The reporting person shares pecuniary interest in these shares with other individuals pursuant to a contractual relationship. The reporting person disclaims beneficial ownership in these shares except as to the reporting person's pecuniary interest in these shares. Shares held by a limited partnership of which the reporting person is a trustee of a trust which is the General Partner. The reporting person disclaims beneficial ownership in these shares except as to the reporting person's pecuniary interest therein. Shares held by Sutter Hill Ventures, a California Limited Partnership. The reporting person is a managing director and member of the management committee of the general partner of Sutter Hill Ventures, a California Limited Partnership. The reporting person disclaims beneficial ownership in these shares except as to the reporting person's pecuniary interest therein. Shares held by SHV Profit Sharing Plan, a retirement trust, for the benefit of the reporting person. Shares held by a trust of which the reporting person is a trustee. The reporting person disclaims beneficial ownership in these shares except as to the reporting person's pecuniary interest in the trust. Disposed of per Section 2.7(e) of the Agreement, whereby each option with an exercise price equal to or greater than $2.70 per share that was outstanding immediately prior to the Offer Closing (as defined in the Agreement) was cancelled without consideration. Exercisable Date is 5/13/2016. Exercisable Date is 5/15/2015. 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. Exercisable Date is 5/19/2017. 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/ Robert Yin, by power of attorney 2018-08-21