Ownership Submission
FORM 3
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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 *
  BOLTON KAREN
 2. Date of Event Requiring Statement (Month/Day/Year)
05/31/2011		 3. Issuer Name and Ticker or Trading Symbol
Mattersight Corp [MATR]
(Last)
(First)
(Middle)
200 S. WACKER DR., SUITE 820		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
VP, Client Management
 5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

CHICAGO, IL 60606		 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 Beneficially Owned
1.Title of Security
(Instr. 4)		 2. Amount of Securities Beneficially Owned
(Instr. 4)		 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)		 4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 113,097
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)		 2. Date Exercisable and Expiration Date
(Month/Day/Year)		 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)		 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)		 6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (right to buy)   (1) 02/19/2018 Common Stock 15,000 $ 10.54 D  
Employee Stock Option (right to buy)   (2) 02/20/2017 Common Stock 40,000 $ 21.95 D  
Right to future delivery of Common Stock   (3)   (4) Common Stock 1,409 $ (4) D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
BOLTON KAREN
200 S. WACKER DR.
SUITE 820
CHICAGO, IL 60606		       VP, Client Management  

Signatures

William B. Noon, Attorney-in-fact 06/10/2011
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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) The options vested 25% on February 28, 2009 and the remaining options vest at 6.25% per quarter for 12 quarters.
(2) Fully vested.
(3) Contractual right to receive 1409 shares of Common Stock in equal quarterly installments, subject to continuing employment. Award includes a tax withholding right.
(4) Not Applicable

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