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

Role: Director, 10%+ Owner
Signature: /s/ Mona Sabet as attorney-in-fact for Andrew Braccia
Stock symbol: USER
Transactions as of: Jan 12, 2023
Transactions value $: $0
Form type: 4
Date filed: 1/13/2023, 05:25 PM
Previous filing: Nov 17, 2022
Next filing: Jun 5, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	USER	Common Stock	Disposed to Issuer		-17.2K	-100%		0	Jan 12, 2023	Direct	F1
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

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	USER	Restricted Stock Units	Disposed to Issuer		-17.2K	-100%		0	Jan 12, 2023	Common Stock	17.2K		Direct	F5, F6, F7

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

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

Explanation of Responses:

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. The Reporting Person is a managing member, together with Sameer Gandhi, Ping Li, Tracy Sedlock, Ryan Sweeney and Richard Wong, 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. The Reporting Person disclaims beneficial ownership over the securities held by Accel III 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	The reported securities are held by the Accel Growth Fund III Strategic Partners L.P. ("Accel III Partners"). Accel Growth Associates is the general partner of Accel III Partners. Accel Growth Associates has sole voting and dispositive power with regard to the securities held by Accel III Partners. The Reporting Person is a managing member, together with Sameer Gandhi, Ping Li, Tracy Sedlock, Ryan Sweeney and Richard Wong, 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. The Reporting Person disclaims beneficial ownership over the securities held by Accel III Partners 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.
F4	The reported securities are held by Accel Growth Fund Investors 2014 L.L.C. ("Accel 2014"). The Reporting Person is a managing member, together with Sameer Gandhi, Ping Li, Tracy Sedlock, Ryan Sweeney and Richard Wong, of Accel 2014 and therefore may be deemed to also share voting and dispositive power with regard to the securities held by Accel 2014. The Reporting Person disclaims beneficial ownership over the securities held by Accel 2014 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	Each Restricted Stock Unit ("RSU") represents a contingent right to receive one (1) share of the Issuer's Common Stock upon settlement for no consideration.
F6	The RSUs shall vest as to 25% of the total shares quarterly, commencing August 15, 2022, with the remainder of shares vesting on each subsequent November 15, 2022, February 15, 2023, and May 15, 2023, subject to the Reporting Person's continued service to the Issuer on each vesting date.
F7	Pursuant to the Merger Agreement, each RSU (whether vested or unvested) held by a non-employee member of the Company's board of directors is considered a vested RSU (a "Vested RSU") and was automatically cancelled and converted into the right to receive an amount in cash, without interest, equal to the product obtained by multiplying (x) the total number of shares of Common Stock underlying such Vested RSU by (y) the Merger Consideration, subject to applicable withholding taxes.