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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT 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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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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. | SEC 1474 (9-02) |
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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
INVESTOR AB C/O INVESTOR GROWTH CAPITAL, LLC ONE ROCKEFELLER PLAZA, SUITE 2801 NEW YORK, NY 10020 |
Former 10% Owner |
Investor AB: By: /s/ Michael V. Oporto, Authorized Signatory and /s/ Stephen Campe, Authorized Signatory | 05/10/2012 | |
**Signature of Reporting Person | Date |
* | 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) | As of December 19, 2011 (the "Transaction Date"), IGC Fund VI, L.P., a Delaware limited partnership (the "Fund"), held 2,364,209 shares of common stock, $0.01 par value per share (the "Common Shares") of Mattersight Corporation, a Delaware corporation (the "Company"). On December 27, 2011, Investor AB, a limited liability company incorporated under the laws of Sweden ("Investor AB"), filed a Form 3 with the United States Securities and Exchange Commission (the "Commission") with respect to the Company's securities held by the Fund. |
(2) | It has been determined that Investor AB was not, as of the Transaction Date, and is not, a ten percent beneficial owner of the Company's Common Shares as set forth in Rule 16a-2 under the Securities Exchange Act of 1934 (the "Act"). Accordingly, this Form 4 is being filed with the Commission to disclose that for the purposes of Rule 16a-2 under Act, Investor AB is deemed to beneficially own none of the securities of the Company held by the Fund as of December 19, 2011 and thereafter. |
(3) | Concurrent with the filing of this Form 4 with the Commission, Investor Growth Capital, LLC, a Delaware limited liability company (the "General Partner"), the general partner of the Fund, is filing a Form 3 with the Commission disclosing that it, for the purposes of Rule 16a-2 under the Act, is a ten percent beneficial owner of the Common Shares held by the Fund. The General Partner possesses the sole power to vote and the sole power to direct the disposition of all securities of the Company held by the Fund. |
(4) | A senior executive employed by an affiliate of the General Partner and a member of the Board of Directors of the Company (the "Senior Executive Employee"), Mr. Philip R. Dur, holds options to acquire 50,000 Common Shares. Mr. Dur separately files statements pursuant to Section 16 of the Act with respect to such options. |
(5) | The Reporting Person's interest in all of the Company's securities is limited to the extent of its pecuniary interest in such securities, if any, and neither the filing of this statement nor any of its contents shall be deemed to constitute an admission by the Reporting Person or any other person/entity that he/she or it was or is the beneficial owner of any of the Company's securities for purposes of Section 16 of the Act, or for any other purpose. |