Alexander Wong - May 6, 2022 Form 4 Insider Report for UserTesting, Inc. (USER)

Role
Director
Signature
/s/ Ambyr O'Donnell as attorney-in-fact for Alexander Wong
Stock symbol
USER
Transactions as of
May 6, 2022
Transactions value $
$0
Form type
4
Date filed
5/10/2022, 06:56 PM
Previous filing
Nov 22, 2021
Next filing
Jun 3, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction USER Common Stock Other $0 -11.6M -100% $0.00* 0 May 6, 2022 By Topiary Capital Fund I, LP F1, F2
transaction USER Common Stock Other $0 +1.95M $0.00 1.95M May 6, 2022 By Topiary Capital Fund I GP F3, F4
transaction USER Common Stock Other $0 -1.95M -100% $0.00* 0 May 6, 2022 By Topiary Capital Fund I GP F4, F5
transaction USER Common Stock Other $0 +1.63M $0.00 1.63M May 6, 2022 Direct F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Topiary Capital Fund I, LP ("Topiary LP") distributed, for no consideration, 11,624,466 shares of Common Stock of the Issuer to its members, representing each such member's pro rata interest in such shares. All of the aforementioned distributions were made in accordance with the exemptions afforded by Rules 16a-13 and 16a-9 of the Securities Exchange Act of 1934, as amended.
F2 The reported securities are held by Topiary LP. Topiary Capital Fund I GP, LLC ("Topiary GP") is the general partner of Topiary LP and may be deemed to have sole voting and dispositive power over the securities held by Topiary LP. The Reporting Person is the managing director of Topiary GP and therefore may be deemed to also have sole voting and dispositive power over the securities held by Topiary LP. The Reporting Person disclaims beneficial ownership over the securities held by Topiary LP except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for purposes of Section 16 or any other purpose.
F3 Represents the receipt of 1,953,387 shares in the pro rata in kind distribution of Common Stock of the Issuer by Topiary LP described in footnote 1.
F4 The reported securities are held by Topiary GP. The Reporting Person is the managing director of Topiary GP, and disclaims beneficial ownership over the securities held by Topiary GP except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for purposes of Section 16 or any other purpose.
F5 Topiary GP distributed, for no consideration, 1,953,387 shares of Common Stock of the Issuer to its members and related persons, representing each such member's pro rata interest in such shares. All of the aforementioned distributions were made in accordance with the exemptions afforded by Rules 16a-13 and 16a-9 of the Securities Exchange Act of 1934, as amended.
F6 Represents the receipt of 1,634,897 shares in the pro rata in kind distribution of Common Stock of the Issuer by Topiary GP described in footnote 5.