Matt Zelen - Nov 16, 2021 Form 3 Insider Report for UserTesting, Inc. (USER)

Role
Chief Operating Officer
Signature
/s/ Ambyr O'Donnell as attorney-in-fact for Matt Zelen
Stock symbol
USER
Transactions as of
Nov 16, 2021
Transactions value $
$0
Form type
3
Date filed
11/16/2021, 05:30 PM
Next filing
Oct 31, 2022

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
holding USER Stock Option (Right to Buy) Nov 16, 2021 Common Stock 50K $1.02 Direct F1
holding USER Stock Option (Right to Buy) Nov 16, 2021 Common Stock 750K $1.06 Direct F2
holding USER Stock Option (Right to Buy) Nov 16, 2021 Common Stock 250K $0.95 Direct F3
holding USER Restricted Stock Unit (RSU) Nov 16, 2021 Common Stock 125K Direct F4, F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 The option is fully vested and exercisable.
F2 The option vested as to 1/4th of the total shares December 2, 2020 and then 1/48th of the total shares vest monthly thereafter, subject to theReporting Holder's continued service to the Issuer on each vesting date.
F3 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 theIssuer on each vesting date.
F4 The Restricted Stock Units ("RSUs") were granted with both (a) a liquidity event-based vesting condition and (b) a service-based vestingcondition, both of which must be satisfied in order for the RSUs to vest. The liquidity event-based vesting condition was satisfied on November16, 2021, the effective date of the issuer's initial public offering. The service-based vesting event will be satisfied as to 25% of the total shares onNovember 15, 2022, with an additional 6.25% of the total shares vesting on each subsequent February 15, May 15, August 15, and November15 thereafter until such time as the RSUs are 100% vested, subject to the Reporting Person's continued service to the Issuer on each vestingdate.
F5 Each RSU represents a contingent right to receive one (1) share of the Issuer's Common Stock upon settlement for no consideration.

Remarks:

Exhibit 24 - Power of Attorney