| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | USER | Common Stock | Disposed to Issuer | -$21.5M | -2.86M | -100% | $7.50 | 0 | Jan 12, 2023 | See footnotes | F1, F2, F8, F9 |
| transaction | USER | Common Stock | Disposed to Issuer | -$2.07M | -276K | -100% | $7.50 | 0 | Jan 12, 2023 | See footnotes | F1, F3, F8, F9 |
| transaction | USER | Common Stock | Disposed to Issuer | -$35.1M | -4.68M | -100% | $7.50 | 0 | Jan 12, 2023 | See footnotes | F1, F4, F8, F9 |
| transaction | USER | Common Stock | Disposed to Issuer | -$39M | -5.2M | -100% | $7.50 | 0 | Jan 12, 2023 | See footnotes | F1, F5, F8, F9 |
| transaction | USER | Common Stock | Disposed to Issuer | -$64.7M | -8.63M | -100% | $7.50 | 0 | Jan 12, 2023 | See footnotes | F1, F6, F8, F9 |
| transaction | USER | Common Stock | Disposed to Issuer | -$7.74M | -1.03M | -100% | $7.50 | 0 | Jan 12, 2023 | See footnotes | F1, F7, F8, F9 |
| Id | Content |
|---|---|
| F1 | On October 26, 2022, UserTesting, Inc., a Delaware corporation (the "Company") entered into the Agreement and Plan of Merger (the "Merger Agreement"), with Thunder Holdings, LLC, a Delaware limited liability company ("Parent"), and Thunder Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub"). Pursuant to the Merger Agreement, Merger Sub merged with and into the Company (such merger and the other transactions contemplated by the Merger Agreement, the "Merger") with the Company surviving the Merger as a wholly owned subsidiary of Parent. Upon the closing of the Merger on January 12, 2023, each share of the Company's Common Stock, par value $0.0001 per share ("Common Stock"), was cancelled and automatically converted into the right to receive an amount in cash, without interest, equal to $7.50, less any applicable withholding taxes. |
| F2 | The reported securities are held directly by StepStone VC Global Partners VII-A, L.P. StepStone VC General Partner VII, L.P. is the general partner of StepStone VC Global Partners VII-A, L.P. |
| F3 | The reported securities are held directly by StepStone VC Global Partners VII-C, L.P. StepStone VC General Partner VII, L.P. is the general partner of StepStone VC Global Partners VII-C, L.P. |
| F4 | The reported securities are held directly StepStone VC Opportunities III, L.P. StepStone VC Opportunities General Partner III, L.P. is the general partner of StepStone VC Opportunities III, L.P. |
| F5 | The reported securities are held directly StepStone VC Secondaries Fund III, L.P. StepStone VC Secondaries General Partner III, L.P. is the general partner of StepStone VC Secondaries Fund III, L.P. |
| F6 | The reported securities are held directly StepStone VC Secondaries Fund IV, L.P. StepStone VC Secondaries General Partner IV, L.P. is the general partner of StepStone VC Secondaries Fund IV, L.P. |
| F7 | The reported securities are StepStone IL Special II, L.P. StepStone VC IL GP II, LLC is the general partner of StepStone IL Special II, L.P. |
| F8 | StepStone Group LP is the investment manager of StepStone IL Special II, L.P., StepStone VC Global Partners VII-A, L.P., StepStone VC Global Partners VII-C, L.P., StepStone VC Opportunities III, L.P., StepStone VC Secondaries Fund III, L.P., and StepStone VC Secondaries Fund IV, L.P. StepStone Group Holdings LLC is the general partner of Stepstone Group LP, and StepStone Group Inc. is the sole managing member of StepStone Group Holdings LLC. The filing of this Form 4 shall not be construed as an admission that the Reporting Persons are or were for the purposes of Section 16(a) of the Securities Exchange Act of 1934, as amended, or otherwise, the beneficial owners of any of the securities reported herein. The Reporting Persons disclaim such beneficial ownership, except to the extent of their pecuniary interest. |
| F9 | Due to the limitations of the electronic filing system a Reporting Person (STEPSTONE IL SPECIAL II, L.P), is filing a separate Form 4. |
Form 2 of 2