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

Role
Director
Signature
/s/ Mona Sabet as attorney-in-fact for Shannon Nash
Stock symbol
USER
Transactions as of
Jan 12, 2023
Transactions value $
$0
Form type
4
Date filed
1/13/2023, 05:52 PM
Previous filing
Nov 17, 2022
Next filing
Jan 26, 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

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 -65K -100% 0 Jan 12, 2023 Common Stock 65K $3.39 Direct F2, F3
transaction USER Restricted Stock Units Disposed to Issuer -17.2K -100% 0 Jan 12, 2023 Common Stock 17.2K Direct F4, F5, F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Shannon Nash 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 1/36th of the total shares monthly, beginning March 10, 2021, 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. Pursuant to the Stock Option Agreement granted on March 10, 2021, by and between the Company and Ms. Nash, the Unvested Options fully vested and accelerated and are considered Vested Options.
F4 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.
F5 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.
F6 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.