| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | USER | Common Stock | Disposed to Issuer | -26.7M | -100% | 0 | Jan 12, 2023 | By Accel Growth Fund III L.P. | F1, F2 | ||
| transaction | USER | Common Stock | Disposed to Issuer | -1.26M | -100% | 0 | Jan 12, 2023 | By Accel Growth Fund III Strategic Partners L.P. | F1, F3 | ||
| transaction | USER | Common Stock | Disposed to Issuer | -1.77M | -100% | 0 | Jan 12, 2023 | By Accel Growth Fund Investors 2014 L.L.C. | F1, F4 |
Accel Growth Fund III Associates L.L.C. is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.
| Id | Content |
|---|---|
| F1 | On October 26, 2022, UserTesting, Inc., a Delaware corporation (the "Issuer" or 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 (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 (the "Merger Consideration"), less any applicable withholding taxes. |
| F2 | The reported securities are held by the Accel Growth Fund III L.P. ("Accel III"). Accel Growth Fund III Associates L.L.C. ("Accel Growth Associates") is the general partner of Accel III. Accel Growth Associates has sole voting and dispositive power with regard to the securities held by Accel III. Andrew Braccia, Sameer Gandhi, Ping Li, Tracy Sedlock, Ryan Sweeney and Richard Wong are the managing members of Accel Growth Associates and therefore may be deemed to also share voting and dispositive power with regard to the securities held by Accel III. Each of Accel Growth Associates and each such individual disclaims beneficial ownership over the securities held by Accel III except to the extent of its or such individual's pecuniary interest therein, if any, and this report shall not be deemed an admission that such entity or individual is the beneficial owner of such securities for purposes of Section 16 or any other purpose. |
| F3 | The reported securities are held by the Accel Growth Fund III Strategic Partners L.P. ("Accel III Partners"). Accel Growth Associates has sole voting and dispositive power with regard to the securities held by Accel III Partners. Andrew Braccia, Sameer Gandhi, Ping Li, Tracy Sedlock, Ryan Sweeney and Richard Wong are the managing members of Accel Growth Associates and therefore may be deemed to also share voting and dispositive power with regard to the securities held by Accel III Partners. Each of Accel Growth Associates and each such individual disclaims beneficial ownership over the securities held by Accel III Partners except to the extent of its or such individual's pecuniary interest therein, if any, and this report shall not be deemed an admission that such entity or individual is the beneficial owner of such securities for purposes of Section 16 or any other purpose. |
| F4 | The reported securities are held by Accel Growth Fund Investors 2014 L.L.C. ("Accel 2014"). Andrew Braccia, Sameer Gandhi, Ping Li, Tracy Sedlock, Ryan Sweeney and Richard Wong are the managing members of Accel 2014 and therefore may be deemed to share voting and dispositive power with regard to the securities held by Accel 2014. Each of such individuals disclaims beneficial ownership over the securities held by Accel 2014 except to the extent of such individual's pecuniary interest therein, if any, and this report shall not be deemed an admission that such entity or individual is the beneficial owner of such securities for purposes of Section 16 or any other purpose. |