Darrell Benatar - Jan 12, 2023 Form 4 Insider Report for UserTesting, Inc. (USER)

Role: Director
Signature: /s/ Mona Sabet as attorney-in-fact for Darrell Benatar
Stock symbol: USER
Transactions as of: Jan 12, 2023
Transactions value $: $0
Form type: 4
Date filed: 1/13/2023, 05:20 PM
Previous filing: Nov 16, 2021

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	USER	Common Stock	Gift	$0	-1M	-16.19%	$0.00	5.18M	Jan 4, 2023	By trust	F1, F2
transaction	USER	Common Stock	Gift	$0	+1M		$0.00	1M	Jan 4, 2023	See Footnote	F1, F3
transaction	USER	Common Stock	Disposed to Issuer		-5.18M	-100%		0	Jan 12, 2023	By trust	F2, F4
transaction	USER	Common Stock	Disposed to Issuer		-1M	-100%		0	Jan 12, 2023	See Footnote	F3, F4

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Darrell Benatar is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id	Content
F1	Represents 1,000,000 shares of the Issuer's Common Stock that the Reporting Person transferred as a gift.
F2	These securities are held by the D&L Benatar 2014 Revocable Trust, of which the Reporting Person is the manager and lifetime beneficiary.
F3	These securities are held by The Emily Benatar Foundation.
F4	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.