UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
Mattersight Corp
| (Name of Issuer) |
Common Stock |
| (Title of Class of Securities) |
577097108 |
| (CUSIP Number) |
|
|
| December 31, 2012 |
| (Date of Event Which Requires Filing of this Statement) |
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
x Rule 13d-1(b)
o Rule 13d-1(c)
o Rule 13d-1(d)
*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 in 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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CUSIP No. 577097108
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SCHEDULE 13G/A
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Page 2
of 9 Pages
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1
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NAME OF REPORTING PERSONS
Alydar Capital, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
x (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
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
340,715
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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
340,715
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
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o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.00%
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12
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TYPE OF REPORTING PERSON (See Instructions)
IA
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CUSIP No. 577097108
|
SCHEDULE 13G/A
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Page
3 of 9 Pages
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1
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NAME OF REPORTING PERSONS
Alydar Partners, LLC
|
|||
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
x (b)
o
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||
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3
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SEC USE ONLY
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|||
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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|||
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
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SOLE VOTING POWER
0
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||
|
6
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SHARED VOTING POWER
1,093,089
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|||
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7
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SOLE DISPOSITIVE POWER
0
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|||
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8
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SHARED DISPOSITIVE POWER
1,093,089
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|||
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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|||
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
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o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.40%
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12
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TYPE OF REPORTING PERSON (See Instructions)
IA
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CUSIP No. 577097108
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SCHEDULE 13G/A
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Page 4
of 9 Pages
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1
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NAME OF REPORTING PERSONS
John A. Murphy
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
x (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
1,093,089
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|||
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7
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SOLE DISPOSITIVE POWER
0
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|||
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8
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SHARED DISPOSITIVE POWER
1,093,089
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|||
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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|||
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
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o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.40%
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12
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TYPE OF REPORTING PERSON (See Instructions)
HC, IN
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CUSIP No. 577097108
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SCHEDULE 13G/A
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Page 5
of 9 Pages
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| Item 1. | (a) Name of Issuer: |
Mattersight Corp
| (b) Address of Issuer’s Principal Executive Offices: |
200 S. Wacker Drive, Suite 820
Chicago, Illinois, 60606
| Item 2. | (a) Name of Person Filing: |
John A. Murphy, an individual, is managing member of Alydar Capital, LLC and Alydar Partners, LLC, both Delaware limited liability companies. 1
| (b) Address of Principal Business Office, or, if none, Residence: |
222 Berkeley Street, 17th Floor
Boston, Massachusetts 02116
| (c) Citizenship: |
Alydar Capital, LLC: Delaware
Alydar Partners, LLC: Delaware
John A. Murphy: United States
| (d) Title of Class of Securities: |
Common Stock
| (e) CUSIP Number: |
577097108
___________________________________________________
1 John A. Murphy disclaims beneficial ownership of the securities.
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CUSIP
No. 577097108
|
SCHEDULE 13G/A
|
Page 6
of 9 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: |
| (a) | ¨ | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). | |
| (b) | ¨ | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). | |
| (c) | ¨ | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). | |
| (d) | ¨ | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). | |
| (e) | x | An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E). | |
| (f) | ¨ | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F). | |
| (g) | x | A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G). | |
| (h) | ¨ | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813). | |
| (i) | ¨ | 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). | |
| (j) | ¨ | A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J). | |
| (k) | ¨ | 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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CUSIP
No. 577097108
|
SCHEDULE 13G/A
|
Page
7 of 9 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.
(a) Amount beneficially owned:
Alydar Capital, LLC: 340,715 shares
Alydar Partners, LLC: 1,093,089 shares
John A. Murphy2: 1,093,089 shares
(b) Percent of class:
Alydar Capital, LLC: 2.00%
Alydar Partners, LLC and John A. Murphy: 6.40%
(c) Number of shares as to which the person has:
Alydar Capital, LLC
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 340,715
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 340,715
Alydar Partners, LLC and John A. Murphy
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 1,093,089
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 1,093,089
___________________________________________________
2 John A. Murphy disclaims beneficial ownership in the securities.
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CUSIP No. 577097108
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SCHEDULE 13G/A
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Page 8
of 9 Pages
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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 o.
Item 6. Ownership of More Than Five Percent on Behalf of Another Person
Not Applicable
Item 7. Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company or Control Person
Not Applicable
Item 8. Identification and Classification of Members of the Group
Not Applicable
Item 9. Notice of Dissolution of Group
Not Applicable
Item 10. Certification
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect
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CUSIP No. 577097108
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SCHEDULE 13G/A
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Page 9
of 9 Pages
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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.
Dated: February 14, 2013
| Alydar Capital, LLC | |||
| By: Paul J. Pitts | |||
| /s/ Paul J. Pitts | |||
| Name: | Paul J. Pitts | ||
| Title: | Attorney-in-Fact for John A. Murphy, its Manager | ||
| Alydar Partners, LLC | |||
| By: Paul J. Pitts | |||
| /s/ Paul J. Pitts | |||
| Name: | Paul J. Pitts | ||
| Title: | Attorney-in-Fact for John A. Murphy, its Manager | ||
| John A. Murphy | |||
| /s/ Paul J. Pitts | |||
| Title: | Attorney-in-Fact for John A. Murphy | ||