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1
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NAME OF REPORTING
PERSONS
Thomas I. Unterberg
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
o
(b)
o
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Unites States
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
0
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.0%
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12
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TYPE OF REPORTING PERSON
IN
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CUSIP
No. 577097108
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SCHEDULE 13G/A
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Page 4
of 8 Pages
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1
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NAME OF REPORTING
PERSONS
Ross A. Koller
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
o
(b)
o
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3
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SEC USE ONLY
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4
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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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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
0
|
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7
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SOLE DISPOSITIVE POWER
0
|
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8
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SHARED DISPOSITIVE POWER
0
|
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.0%
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12
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TYPE OF REPORTING PERSON
IN
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CUSIP
No. 577097108
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SCHEDULE 13G/A
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Page 5
of 8 Pages
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Item 1.
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(a) Name of Issuer
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Mattersight Corporation (the "Company")
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(b) Address of Issuer’s Principal
Executive Offices
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The
Company's principal executive offices are located at 200 W. Madison Street, Suite 3100, Chicago, Illinois 60606.
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Item 2.
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(a) Name of Person Filing
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This statement is filed by:
(i)
Unterberg Capital, LLC;
(ii)
Thomas I. Unterberg; and
(iii)
Ross A. Koller
The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons." Any disclosures herein
with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate
party.
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(b) Address
of Principal Business Office, or, if none, Residence
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The
address of the business office of each of the Reporting Persons is 445 Park Ave, Room 901, New York, NY 10022.
Unterberg
Capital, LLC is a Delaware limited liability company. Each of Thomas I. Unterberg and
Ross
A. Koller is a United States citizen.
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(d) Title of Class of Securities
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Common
Stock, $0.01 par value (the "Common Stock").
577097108
|
CUSIP
No. 577097108
|
SCHEDULE 13G/A
|
Page 6
of 8 Pages
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Item 3. If
this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
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(a)
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¨
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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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(b)
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¨
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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(c)
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¨
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Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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(d)
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¨
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Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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(e)
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o
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An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
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(f)
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¨
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An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
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(g)
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¨
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A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
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(h)
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¨
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A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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(i)
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¨
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A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the
Investment Company Act of 1940 (15 U.S.C. 80a-3);
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(j)
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¨
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A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);
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(k)
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¨
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A group, in accordance with §240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
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If this statement is filed pursuant to 13d-1(c), check this box:
x
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CUSIP
No. 577097108
|
SCHEDULE 13G/A
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Page
7 of 8 Pages
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Item
4. Ownership
Provide
the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in
Item 1.
Unterberg Capital, LLC
(a) Amount beneficially owned:
0
(b) Percent of class: 0.0%
(c) Number of shares as to which
the person has:
(i) Sole power to vote
or to direct the vote: 0
(ii) Shared power to vote
or to direct the vote: 0
(iii) Sole power to dispose
or to direct the disposition of: 0
(iv) Shared power to dispose
or to direct the disposition of: 0
Thomas
I. Unterberg
(a) Amount beneficially owned:
0
(b) Percent of class: 0.0%
(c) Number of shares as to which
the person has:
(i) Sole power to vote
or to direct the vote: 0
(ii) Shared power to vote
or to direct the vote: 0
(iii) Sole power to dispose
or to direct the disposition of: 0
(iv) Shared power to dispose
or to direct the disposition of: 0
Ross
A. Koller
(a) Amount beneficially owned:
0
(b) Percent of class: 0.0%
(c) Number of shares as to which
the person has:
(i) Sole power to vote
or to direct the vote: 0
(ii) Shared power to vote
or to direct the vote: 0
(iii) Sole power to dispose
or to direct the disposition of: 0
(iv) Shared power to dispose
or to direct the disposition of: 0
Item
5. Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial
owner of more than 5 percent of the class of securities, check the following [X].
Item
6. Ownership of More Than Five Percent on Behalf of Another Person
Not Applicable.