Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
MULLEN DAVID B
   2. Issuer Name and Ticker or Trading Symbol
Mattersight Corp [MATR] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
CFO
(Last)
(First)
(Middle)
200 W. MADISON, SUITE 3100		 3. Date of Earliest Transaction (Month/Day/Year)
08/20/2018
(Street)

CHICAGO, IL 60606		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 08/20/2018   U   369,802 D (1) 0 D  
Common Stock 08/20/2018   F   11,220 D (2) 0 D  
Common Stock 08/20/2018   D   74,248 D (3) 0 D  

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option(right to buy) $ 4.88 08/20/2018   D     50,000 (4) 03/02/2009 03/02/2019 Common Stock 50,000 $ 0 0 D  
Stock Option(right to buy) $ 6.9 08/20/2018   D     1,000 (4) 05/15/2009 05/15/2019 Common Stock 1,000 $ 0 0 D  
Stock Option(right to buy) $ 6.34 08/20/2018   D     5,000 (4) 05/14/2010 05/14/2020 Common Stock 5,000 $ 0 0 D  
Stock Option(right to buy) $ 6.27 08/20/2018   D     5,000 (4) 05/20/2011 05/20/2021 Common Stock 5,000 $ 0 0 D  
Stock Option(right to buy) $ 7.7 08/20/2018   D     5,000 (4) 05/18/2012 05/18/2022 Common Stock 5,000 $ 0 0 D  
Stock Option(right to buy) $ 3.8 08/20/2018   D     10,000 (4) 05/17/2013 05/17/2023 Common Stock 10,000 $ 0 0 D  
Stock Option(right to buy) $ 4.99 08/20/2018   D     10,000 (4) 05/16/2014 05/16/2024 Common Stock 10,000 $ 0 0 D  
Stock Option(right to buy) $ 6.13 08/20/2018   D     10,000 (4) 05/15/2015 05/15/2025 Common Stock 10,000 $ 0 0 D  
Stock Option(right to buy) $ 3.57 08/20/2018   D     10,000 (4) 05/13/2016 05/13/2026 Common Stock 10,000 $ 0 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
MULLEN DAVID B
200 W. MADISON, SUITE 3100
CHICAGO, IL 60606		   X     CFO  

Signatures

 /s/ David Mullen   08/20/2018
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) 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.
(2) This is a disposition of shares to comply with Section 280G of the Internal Revenue Code of 1986, as amended.
(3) 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.
(4) 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.

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