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

Role: Chief Executive Officer, Director
Signature: /s/ Mona Sabet as attorney-in-fact for Andrew MacMillan
Stock symbol: USER
Transactions as of: Jan 12, 2023
Transactions value $: $0
Form type: 4
Date filed: 1/13/2023, 05:38 PM
Previous filing: Nov 17, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	USER	Common Stock	Disposed to Issuer		-72.7K	-100%		0	Jan 12, 2023	Direct	F1

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	Stock Option (right to buy)	Disposed to Issuer		-5.09M	-100%		0	Jan 12, 2023	Common Stock	5.09M	$0.89	Direct	F2, F3, F4
transaction	USER	Stock Option (right to buy)	Disposed to Issuer		-2.5M	-100%		0	Jan 12, 2023	Common Stock	2.5M	$0.95	Direct	F5, F6
transaction	USER	Restricted Stock Units	Disposed to Issuer		-263K	-100%		0	Jan 12, 2023	Common Stock	263K		Direct	F7, F8, F9, F10

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

Andrew MacMillan 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 option vests as to 1/4th of the total shares on May 9, 2019, and then 1/48th of the total shares vest monthly thereafter, subject to the Reporting Holder's continued service to the Issuer on each vesting date.
F3	Pursuant to the Merger Agreement, each option (an "Option") to purchase shares of Common Stock that was vested and outstanding immediately prior to the Closing (a "Vested Option"), 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 excess, if any, of (i) Merger Consideration over (ii) the per share exercise price for such Vested Option by (y) the total number of shares of Common Stock underlying such Vested Option, subject to applicable withholding taxes. Each Option that was outstanding as of immediately prior to the Closing that is not a Vested Option (an "Unvested Option"), was automatically cancelled and converted into the right to receive an amount in cash, without interest, equal to the product obtained by multiplying
F4	(Continued from Footnote 3) (x) the excess, if any, of (i) Merger Consideration over (ii) the per share exercise price for such Unvested Option by (y) the total number of shares of Common Stock underlying such Unvested Option, subject to applicable withholding taxes, in each case subject to the same terms and conditions that applied to the Unvested Option immediately prior to the Closing (except if the exercise price per share of Common Stock of such Unvested Option was equal to or greater than the Merger Consideration, such Unvested Option was cancelled without any cash payment or other consideration being made in respect thereof).
F5	The option vests as to 1/48th of the total shares monthly, beginning May 1, 2020, subject to the Reporting Holder's continued service to the Issuer on each vesting date.
F6	Pursuant to the Merger Agreement, each option (an "Option") to purchase shares of Common Stock that was vested and outstanding immediately prior to the Closing (a "Vested Option"), 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 excess, if any, of (i) Merger Consideration over (ii) the per share exercise price for such Vested Option by (y) the total number of shares of Common Stock underlying such Vested Option, subject to applicable withholding taxes. Pursuant to the Stock Option Agreement granted on June 4, 2020, by and between the Company and Mr. MacMillan, the Unvested Options fully vested and accelerated and are considered Vested Options.
F7	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.
F8	The RSUs shall vest as to 25% of the total shares on November 15, 2022, with an additional 6.25% of the total shares vesting on each subsequent February 15, May 15, August 15, and November 15 thereafter until such time as the RSUs are 100% vested, subject to the Reporting Person's continued service to the Issuer on each vesting date.
F9	Pursuant to the Merger Agreement, each RSU that was outstanding immediately prior to the Closing and vested in accordance with its terms as of the Closing (a "Vested RSU") 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.
F10	(Continued from Footnote 9) Each RSU that was outstanding as of immediately prior to the Closing that is not a Vested RSU (an "Unvested RSU") 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 Unvested RSU by (y) the Merger Consideration, subject to applicable withholding taxes in each case subject to the same terms and conditions that applied to the Unvested RSU as in effect immediately prior to the Closing.