| 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 |
| 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 |
Cynthia A. Russo 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 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. Russo, 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. |