X0306 4 2013-03-15 0 0001094348 Mattersight Corp MATR 0001220874 CONWAY KELLY D 200 S. WACKER DRIVE, SUITE 820 CHICAGO IL 60606 1 1 0 0 President & CEO Common Stock 2013-03-15 4 A 0 13000 A 1027111 D Common Stock 2013-03-15 4 F 0 818 4.69 D 1026293 D Stock Option (right to buy) 4.69 2013-03-15 4 A 0 100000 A 2023-03-15 Common Stock 100000 0 D Award of time-vesting restricted stock pursuant to Mattersight Corporation 1999 Stock Incentive Plan. The Award will vest in full on January 1, 2015, subject to employment on such date. The Award was approved by the Board of Directors of the issuer for purposes of 16b-3 and includes a tax withholding feature. Amount withheld to satisfy tax withholding obligation due to executive meeting age and service requirements for accelerated vesting of 20% of the underling award upon retirement. No such retirement or accelerated vesting has actually yet occurred. Option grant under the Mattersight Corporation 1999 Stock Incentive Plan. The option will become exercisable at a rate of 6.25% per quarter over 16 quarters commencing on May 31, 2013. Not Applicable Christine R. Carsen, Attorney-in-fact 2013-03-19