Amended Statement of Beneficial Ownership (sc 13d/a)
24 Agosto 2018 - 12:04PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities
Exchange Act of 1934
(Amendment No.
6)*
Mattersight
Corporation
(Name of Issuer)
Common Stock
(Title of Class of
Securities)
577097108
(CUSIP Number)
Robert
Yin
Sutter Hill Ventures
755 Page Mill Rd., Suite A-200
Palo Alto, CA 94304
650-493-5600
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 20, 2018
(Date of Event Which Requires Filing of
this Statement)
If the filing person
has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing
this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
¨
Note
: Schedules
filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7
for other parties to whom copies are to be sent.
* The remainder
of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover
page.
The information
required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the Notes).
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1.
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Names of Reporting Persons
Sutter Hill Ventures, a California Limited Partnership
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2.
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Check the Appropriate Box if a Member of a Group (See
Instructions)
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(a)
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¨
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(b)
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x
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3.
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SEC Use Only
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4.
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Source of Funds (See Instructions)
WC
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5.
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Check if Disclosure of Legal Proceedings Is Required
Pursuant to Items 2(d) or 2(e)
¨
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6.
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Citizenship or Place of Organization
California
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7.
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Sole Voting Power
0
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8.
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Shared Voting Power
0
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9.
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Sole Dispositive Power
0
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10.
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Shared Dispositive Power
0
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
0
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12.
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Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions)
¨
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13.
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Percent of Class Represented by Amount in Row (11)
0%
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14.
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Type of Reporting Person (See Instructions)
PN
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1.
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Names of Reporting Persons
Tench Coxe
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2.
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Check the Appropriate Box if a Member of a Group (See
Instructions)
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(a)
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¨
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(b)
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x
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3.
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SEC Use Only
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4.
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Source of Funds (See Instructions)
PF
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5.
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Check if Disclosure of Legal Proceedings Is Required
Pursuant to Items 2(d) or 2(e)
¨
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6.
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Citizenship or Place of Organization
United States
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7.
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Sole Voting Power
0
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8.
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Shared Voting Power
0
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9.
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Sole Dispositive Power
0
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10.
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Shared Dispositive Power
0
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11.
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Aggregate Amount Beneficially Owned by Each Reporting
Person
0
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12.
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Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions)
¨
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13.
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Percent of Class Represented by Amount in Row (11)
0%
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14.
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Type of Reporting Person (See Instructions)
IN
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1.
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Names of Reporting Persons
James N. White
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2.
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Check the Appropriate Box if a Member of a Group (See
Instructions)
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(a)
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o
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(b)
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x
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3.
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SEC Use Only
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4.
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Source of Funds (See Instructions)
PF
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5.
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Check if Disclosure of Legal Proceedings Is Required
Pursuant to Items 2(d) or 2(e)
¨
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6.
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Citizenship or Place of Organization
United States
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7.
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Sole Voting Power
0
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8.
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Shared Voting Power
0
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9.
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Sole Dispositive Power
0
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10.
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Shared Dispositive Power
0
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11.
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Aggregate Amount Beneficially Owned by Each Reporting
Person
0
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12.
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Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions)
¨
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13.
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Percent of Class Represented by Amount in Row (11)
0%
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14.
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Type of Reporting Person (See Instructions)
IN
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1.
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Names of Reporting Persons
Jeffrey W. Bird
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2.
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Check the Appropriate Box if a Member of a Group (See
Instructions)
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(a)
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o
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(b)
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x
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3.
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SEC Use Only
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4.
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Source of Funds (See Instructions)
PF
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5.
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Check if Disclosure of Legal Proceedings Is Required
Pursuant to Items 2(d) or 2(e)
¨
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6.
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Citizenship or Place of Organization
United States
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7.
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Sole Voting Power
0
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8.
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Shared Voting Power
0
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9.
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Sole Dispositive Power
0
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10.
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Shared Dispositive Power
0
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11.
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Aggregate Amount Beneficially Owned by Each Reporting
Person
0
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12.
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Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions)
¨
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13.
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Percent of Class Represented by Amount in Row (11)
0%
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14.
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Type of Reporting Person (See Instructions)
IN
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1.
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Names of Reporting Persons
Michael L. Speiser
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2.
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Check the Appropriate Box if a Member of a Group (See
Instructions)
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(a)
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o
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(b)
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x
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3.
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SEC Use Only
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4.
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Source of Funds (See Instructions)
PF
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5.
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Check if Disclosure of Legal Proceedings Is Required
Pursuant to Items 2(d) or 2(e)
¨
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6.
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Citizenship or Place of Organization
United States
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7.
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Sole Voting Power
0
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8.
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Shared Voting Power
0
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9.
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Sole Dispositive Power
0
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10.
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Shared Dispositive Power
0
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11.
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Aggregate Amount Beneficially Owned by Each Reporting
Person
0
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12.
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Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions)
¨
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13.
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Percent of Class Represented by Amount in Row (11)
0%
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14.
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Type of Reporting Person (See Instructions)
IN
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1.
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Names of Reporting Persons
Stefan A. Dyckerhoff
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2.
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Check the Appropriate Box if a Member of a Group (See
Instructions)
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(a)
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o
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(b)
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x
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3.
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SEC Use Only
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4.
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Source of Funds (See Instructions)
PF
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5.
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Check if Disclosure of Legal Proceedings Is Required
Pursuant to Items 2(d) or 2(e)
¨
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6.
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Citizenship or Place of Organization
German citizen
(U.S. permanent resident)
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7.
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Sole Voting Power
0
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8.
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Shared Voting Power
0
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9.
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Sole Dispositive Power
0
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10.
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Shared Dispositive Power
0
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11.
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Aggregate Amount Beneficially Owned by Each Reporting
Person
0
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12.
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Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions)
¨
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13.
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Percent of Class Represented by Amount in Row (11)
0%
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14.
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Type of Reporting Person (See Instructions)
IN
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1.
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Names of Reporting Persons
Samuel J. Pullara III
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2.
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Check the Appropriate Box if a Member of a Group (See
Instructions)
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(a)
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o
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(b)
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x
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3.
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SEC Use Only
|
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4.
|
Source of Funds (See Instructions)
PF
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5.
|
Check if Disclosure of Legal Proceedings Is Required
Pursuant to Items 2(d) or 2(e)
¨
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6.
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Citizenship or Place of Organization
United States
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|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7.
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Sole Voting Power
0
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8.
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Shared Voting Power
0
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9.
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Sole Dispositive Power
0
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10.
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Shared Dispositive Power
0
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11.
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Aggregate Amount Beneficially Owned by Each Reporting
Person
0
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|
12.
|
Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions)
¨
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13.
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Percent of Class Represented by Amount in Row (11)
0%
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14.
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Type of Reporting Person (See Instructions)
IN
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Introductory Note:
This Amendment No. 6 to Schedule 13D (“Amendment No. 6”)
is being filed as an amendment to the initial statement on Schedule 13D relating to the Common Stock, $0.01 par value per share,
of Mattersight Corporation (formerly known as eLoyalty Corporation), a Delaware corporation (the “Issuer”), as filed
with the Securities and Exchange Commission (the “SEC”) on September 12, 2008 and amended on December 1, 2011, September
4, 2012, December 6, 2013, November 12, 2015 and November 23, 2015 (as amended, the “Original Schedule 13D”).
All capitalized terms not otherwise defined herein shall have
the meaning ascribed to the terms in the Original Schedule 13D. The Original Schedule 13D is hereby amended and supplemented as
follows and, except as expressly amended below, the Original Schedule 13D remains in full force and effect.
Item 4. Purpose of the Transaction
Item 4 of the Original Schedule 13D is hereby amended to include
the following:
On August 20, 2018, pursuant to the terms of the Agreement and
Plan of Merger, dated April 25, 2018, 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 beneficially owned by the Reporting
Persons was tendered for $2.70 per share in cash, without interest and less any required withholding taxes, and 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. Additionally, pursuant to the Agreement, 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. As a result of the closing of the Offer and the Merger (as defined in the Agreement), the
Reporting Persons ceased to be the beneficial owner of any shares of the Issuer’s Common Stock on August 20, 2018.
Item 5. Interest in Securities of the Issuer
Item 5 of the Original Schedule 13D is hereby amended and restated
in its entirety as follows:
(a) - (b) The responses to Items 7 - 13 of the cover pages of
this Amendment No. 6 are incorporated herein by reference.
(c) Except as described in Item 4 of this Amendment No. 6, the
Reporting Persons have not effected any transactions with respect to the Issuer’s Common Stock during the past sixty days.
(d) Not applicable.
(e) The Reporting
Persons ceased to be the beneficial owners of 5% or more of the Issuer’s Common Stock on August 20, 2018.
Signature
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true, complete and correct.
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August 23, 2018
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SUTTER HILL VENTURES, A CALIFORNIA LIMITED PARTNERSHIP
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Date
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By:
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/s/ Robert Yin
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Robert Yin, Attorney-in-Fact for Tench Coxe, Managing Director of the General Partner
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By:
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/s/ Robert Yin
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Robert Yin, Attorney-in-Fact for Tench Coxe
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By:
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/s/ Robert Yin
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Robert Yin, Attorney-in-Fact for James N. White
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By:
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/s/ Robert Yin
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Robert Yin, Attorney-in-Fact for Jeffrey W. Bird
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By:
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/s/ Robert Yin
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Robert Yin, Attorney-in-Fact for Michael L. Speiser
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By:
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/s/ Robert Yin
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Robert Yin, Attorney-in-Fact for Stefan A. Dyckerhoff
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By:
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/s/ Robert Yin
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Robert Yin, Attorney-in-Fact for Samuel J. Pullara III
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ATTENTION
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Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).
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