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 *   Dur Philip R. 2. Date of Event Requiring Statement (Month/Day/Year) 12/20/2011 3. Issuer Name and Ticker or Trading Symbol Mattersight Corp [MATR] (Last) (First) (Middle) C/O INVESTOR GROWTH CAPITAL, 333 MIDDLEFIELD ROAD, SUITE 110 4. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) 5. If Amendment, Date Original Filed(Month/Day/Year) 12/27/2011 (Street) MENLO PARK, CA 94025 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)

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
Options to Acquire Common Stock, $0.01 par value per share	01/31/2012(1)	12/19/2021	Common Stock, $0.01 par value per share	50,000	$ 4.89	D (2) (3) (4)	Â

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Dur Philip R. C/O INVESTOR GROWTH CAPITAL 333 MIDDLEFIELD ROAD, SUITE 110 MENLO PARK, CA 94025	  X	Â	Â	Â

Signatures

/s/ Philip R. Dur		05/10/2012
**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)	Option grant under the Mattersight Corporation 1999 Stock Incentive Plan. The options vest over a 48 month period; the first option vesting date is January 31, 2012.
(2)	The Reporting Person is a senior executive employee of an affiliate of an entity, Investor Growth Capital, LLC ("Investor LLC"), that separately reports its holdings with respect to the securities of Mattersight Corporation, a Delaware corporation (the "Company"), pursuant to Section 13 and Section 16 of the Securities Exchange Act of 1934 (the "Act"). As of the date of the filing of this Form 3/A, Investor LLC holds 2,364,209 common shares, $0.01 par value per share, of the Company.
(3)	The Reporting Person's interest in all of the Company's securities is limited to the extent of his pecuniary interest in such securities, if any, and neither the filing of this statement nor any of its contents shall be deemed to constitute an admission by the Reporting Person or any other person/entity that he/she or it was or is the beneficial owner of any of the Company's securities for purposes of Section 16 of the Act, or for any other purpose.
(4)	This amendment to the Form 3 has been filed solely to amend and restate footnote (2).

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