FORM 4
[ X ] 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
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

COXE TENCH 		2. Issuer Name and Ticker or Trading Symbol

Mattersight Corp [ MATR ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      __ X __ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

755 PAGE MILL ROAD, SUITE A-200 		3. Date of Earliest Transaction (MM/DD/YYYY)

8/20/2018
(Street)

PALO ALTO, CA 94304-1005
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   8/20/2018     U    98494.0000   D $0   (1) 0.0000   D   (2)  
Common Stock   8/20/2018     U    1283497.0000   D $0   (1) 0.0000   I   By Ltd Partnership (ROOS)   (3)
Common Stock   8/20/2018     U    1056194.0000   D $0   (1) 0.0000   I   By Ltd Partnership (SHV)   (4)
Common Stock   8/20/2018     U    73411.0000   D $0   (1) 0.0000   I   By Profit Sharing Plan Trust   (5)
Common Stock   8/20/2018     U    533881.0000   D $0   (1) 0.0000   I   By Trust (Trustees)   (6)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 7. Title and Amount of Securities Underlying Derivative Security
(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)   $3.5700   8/20/2018     D         10000.0000   (7)     (8) 5/13/2026   Common Stock   10000.0000   $0.0000   0.0000   D   (2)  
Stock Option (Right to Buy)   $6.1300   8/20/2018     D         10000.0000   (7)     (9) 5/15/2025   Common Stock   10000.0000   $0.0000   0.0000   D   (2)  
Stock Option (Right to Buy)   $2.5500   8/20/2018     D         10000.0000   (10)     (11) 5/19/2027   Common Stock   10000.0000     (10) 0.0000   D   (2)  
Stock Option (Right to Buy)   $4.2500   8/20/2018     D         50000.0000   (7)   2/28/2009   2/18/2019   Common Stock   50000.0000   $0.0000   0.0000   D   (2)  
Stock Option (Right to Buy)   $6.9000   8/20/2018     D         5000.0000   (7)   5/31/2010   5/15/2019   Common Stock   5000.0000   $0.0000   0.0000   D   (2)  
Stock Option (Right to Buy)   $6.3400   8/20/2018     D         5000.0000   (7)   5/31/2011   5/14/2020   Common Stock   5000.0000   $0.0000   0.0000   D   (2)  
Stock Option (Right to Buy)   $6.2700   8/20/2018     D         5000.0000   (7)   5/31/2012   5/20/2021   Common Stock   5000.0000   $0.0000   0.0000   D   (2)  
Stock Option (Right to Buy)   $7.7000   8/20/2018     D         5000.0000   (7)   5/31/2013   5/18/2022   Common Stock   5000.0000   $0.0000   0.0000   D   (2)  
Stock Option (Right to Buy)   $3.8000   8/20/2018     D         10000.0000   (7)   5/31/2014   5/17/2023   Common Stock   10000.0000   $0.0000   0.0000   D   (2)  
Stock Option (Right to Buy)   $4.9900   8/20/2018     D         10000.0000   (7)   5/31/2015   5/16/2024   Common Stock   10000.0000   $0.0000   0.0000   D   (2)  
Series B Preferred Stock     (12) 8/20/2018     U         639253.0000   (12)     (13)   (14) Common Stock   639253.0000     (12) 0.0000   I   By Ltd Partnership (SHV)   (4)
Series B Preferred Stock     (12) 8/20/2018     U         202977.0000   (12)     (13)   (14) Common Stock   202977.0000     (12) 0.0000   I   By Trust (Trustees)   (6)

Explanation of Responses:
(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. ("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)  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.
(3)  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.
(4)  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.
(5)  Shares held by SHV Profit Sharing Plan, a retirement trust, for the benefit of the reporting person.
(6)  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.
(7)  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.
(8)  Exercisable Date is 5/13/2016.
(9)  Exercisable Date is 5/15/2015.
(10)  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.
(11)  Exercisable Date is 5/19/2017.
(12)  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.
(13)  Immediate.
(14)  None.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
COXE TENCH
755 PAGE MILL ROAD, SUITE A-200
PALO ALTO, CA 94304-1005 		X X


Signatures
/s/ Robert Yin, by power of attorney 8/21/2018
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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