UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of
1934
(Amendment No. 1)*
MATTERSIGHT
CORPORATION
(Name of Issuer)
Common Stock,
$0.01 par value per share
(Title of Class of Securities)
577097108
(CUSIP Number)
Anthony O. Pergola, Esq.
Richard Bernstein, Esq.
Lowenstein Sandler LLP
1251 Avenue of the Americas, 17th Floor
New York, New York 10020
(646) 414-6842
(Name,
Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July
23, 2014
(Date of Event which Requires Filing of this
Statement)
If the filing person has previously filed
a statement on Schedule l3G 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
§
240.13d-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).
Cusip No. 577097108
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only):
Investor Growth Capital, LLC
2. Check the Appropriate
Box if a Member of a Group (See Instructions):
(a)
(b)
3. SEC Use Only
4. Source of Funds (See
Instructions): WC
|
5.
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e):
|
Not Applicable
6. Citizenship or Place
of Organization: State of Delaware
Number of 7.
Sole Voting Power:
2,638,537*
Shares Beneficially 8.
Shared
Voting Power: 0*
Owned by
Each Reporting 9.
Sole Dispositive
Power: 2,638,537*
Person With 10.
Shared Dispositive
Power: 0*
11. Aggregate Amount
Beneficially Owned by Each Reporting Person: 2,638,537*
|
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
|
(See Instructions): Not Applicable
13. Percent of Class
Represented by Amount in Row (11): 11.9%*
14. Type of Reporting
Person (See Instructions): HC
*As of August 1, 2014 (the “
Filing Date
”),
IGC Fund VI, L.P., a Delaware limited partnership (the “
Fund
”), holds 2,638,537 shares of common stock, $0.01
par value per share (the “
Common Shares
”) of Mattersight Corporation, a Delaware corporation (the “
Company
”).
Investor Growth Capital, LLC, a Delaware limited liability company (the “
General Partner
”), is the general partner
of the Fund, and, as such, possesses the sole power to vote and the sole power to direct the disposition of all securities of the
Company held by the Fund. The General Partner is controlled by a Board of Directors consisting of Michael V. Oporto, Stephen Campe
and Lennart Johansson. Messrs. Oporto and Campe are citizens of the United States of America and Mr. Johansson is a citizen of
the Kingdom of Sweden. Based upon information set forth in the Company’s Current Report filed on Form 8-K (the “
July
24, 2014 Form 8-K
”) filed with the United States Securities and Exchange Commission on July 24, 2014, and assuming the
issuance of additional Common Shares pursuant to that certain Common Stock Purchase Agreement, dated as of July 23, 2014, by and
between the Company and certain investors (the “
Purchase Agreement
”) as more fully described in the July 24,
2014 Form 8-K, there were 22,169,095 Common Shares issued and outstanding as of July 23, 2014. Accordingly, for the purposes of
Rule 13d-3 under the Securities Exchange Act of 1934 (the “
Act
”), the General Partner is deemed to beneficially
own 11.9% of the issued and outstanding Common Shares of the Company as of the Filing Date. In addition to the Common Shares held
by the Fund and deemed beneficially owned by the General Partner, an agent retained by an affiliate of the General Partner and
a member of the Company’s Board of Directors, Mr. Philip R. Dur, holds options to acquire Common Shares and, in addition,
may hold Common Shares or other securities convertible into Common Shares. Mr. Dur separately files statements pursuant to Section
16 of the Act with respect to such options and securities. Pursuant to Rule 13d-4 under the Act, the General Partner disclaims
the beneficial ownership of any of the Company’s securities held by Mr. Dur.
Item 3.
Source and Amount of Funds or
Other Consideration
.
Item 3 of this Schedule 13D
is hereby amended by deleting such item in its entirety and substituting the following in lieu thereof:
All of the funds used in
making the purchase of the Common Shares described in this Schedule 13D Amendment No. 1 came from the assets of the Fund. The aggregate
amount of funds used to make the purchases of the Common Shares described in this Schedule 13D Amendment No. 1 was $500,000.30.
Item 4.
Purpose of Transaction
.
Item 4 of this Schedule 13D is hereby amended
by deleting such item in its entirety and substituting the following in lieu thereof:
The acquisition of the securities
referred to herein is for investment purposes. An agent retained by an affiliate of the General Partner and a member of the Company’s
Board of Directors, Mr. Philip R. Dur, holds options to acquire Common Shares and, in addition, may hold Common Shares or other
securities convertible into Common Shares. Mr. Dur separately files statements pursuant to Section 16 of the Act with respect to
such options and securities. Pursuant to Rule 13d-4 under of the Securities Exchange Act of 1934 (the “
Act
”),
the General Partner disclaims the beneficial ownership of any of the Company’s securities held by Mr. Dur.
Except as otherwise set forth
in this Schedule 13D, the General Partner has no present plans or proposals which relate to or would result in any of the transactions
required to be described in Item 4 of this Schedule 13D.
Item 5.
Interest in Securities of the Issuer
.
Based upon information
set forth in the Company’s Current Report filed on Form 8-K (the “
July 24, 2014 Form 8-K
”) filed
with the United States Securities and Exchange Commission on July 24, 2014, and assuming the issuance of additional Common
Shares pursuant to that certain Common Stock Purchase Agreement, dated as of July 23, 2014, by and between the Company and
certain investors (the “Purchase Agreement”), as more fully described in the July 24, 2014 Form 8-K, there were
22,169,095 Common Shares issued and outstanding as of July 23, 2014. Accordingly, for the purposes of Rule 13d-3 under the
Act, the General Partner is deemed to beneficially own 11.9% of the issued and outstanding Common Shares of the Company as of
August 1, 2014 (the “
Filing Date
”).
In addition to the Common
Shares held by the Fund and deemed beneficially owned by the General Partner, Mr. Dur holds options to acquire Common Shares and,
in addition, may hold Common Shares or other securities convertible into Common Shares. Mr. Dur separately files statements pursuant
to Section 16 of the Act with respect to such options and securities. Pursuant to Rule 13d-4 under the Act, the General Partner
disclaims the beneficial ownership of any of the Company’s securities held by Mr. Dur.
On July 23, 2014, the Fund
entered into the Purchase Agreement with the Company, pursuant to which, among other things, the Fund purchased 120,482 Common
Shares from the Company at a price of $4.15 per share. The aggregate consideration received by the Company from the sale of the
Common Shares to the Fund was $500,000.30.
Nothing set forth herein
shall be construed as an admission by the General Partner, or any other person or entity, that the General Partner, or any other
person or entity, is the beneficial owner of any of the Company’s securities that are beneficially owned by any other person
or entity for the purposes of Section 13(d) of the Act, or for any other purposes.
Other than as set forth above,
there were no transactions in the Common Shares (or securities convertible into, exercisable for or exchangeable for Common Shares)
by the General Partner or any other person or entity controlled by General Partner, or any person or entity for which the General
Partner possesses voting or investment control, during the period commencing sixty (60) days prior to July 23, 2014, the date of
the event which required the filing of this Schedule 13D Amendment No. 1, and ending on the Filing Date.
The description of the Purchase
Agreement set forth above is qualified in its entirety by reference to the complete document which is incorporated by reference,
as more fully set forth in Item 7 hereof.
Item 6.
Contracts,
Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
.
Except as otherwise described
herein, no contracts, arrangements, understandings or similar relationships exist with respect to the securities of the Company
between the General Partner, or any other person or entity controlled by General Partner, or any person or entity for which the
General Partner possesses voting or investment control, and any other person or entity.
Item 7.
Material
to be Filed as Exhibits
.
7.4 Common Stock Purchase
Agreement, dated July 23, 2014 (incorporated by reference to Exhibit 10.1 of the Company’s Current Report filed on Form 8-K
and filed with the U.S. Securities and Exchange Commission on July 24, 2014.
[
signature follows on the next page
]
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.
|
August 1, 2014
|
|
|
|
|
|
INVESTOR GROWTH CAPITAL, LLC
|
|
|
|
|
|
|
|
|
By:
|
/s/ Michael V. Oporto
|
|
|
|
Michael V. Oporto
|
|
|
|
Secretary
|
|
|
|
|
|
|
|
Attention: Intentional misstatements
or omissions of fact constitute Federal criminal
violations (See 18 U.S.C. 1001).
Matria Healthcare (NASDAQ:MATR)
Historical Stock Chart
From Mar 2024 to Apr 2024
Matria Healthcare (NASDAQ:MATR)
Historical Stock Chart
From Apr 2023 to Apr 2024