Accel Growth Fund III Associates L.L.C. - Nov 16, 2021 Form 3 Insider Report for UserTesting, Inc. (USER)

Role
10%+ Owner
Signature
/s/ TRACY L. SEDLOCK, as attorney-in-fact for Accel Growth Fund III Associates L.L.C.
Stock symbol
USER
Transactions as of
Nov 16, 2021
Transactions value $
$0
Form type
3
Date filed
11/16/2021, 05:32 PM
Next filing
Nov 22, 2021

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 Series C Convertible Preferred Stock Nov 16, 2021 Common Stock 17.7M By Accel Growth Fund III LP F1, F2
holding USER Series D Convertible Preferred Stock Nov 16, 2021 Common Stock 2.48M By Accel Growth Fund III LP F1, F2
holding USER Series E Convertible Preferred Stock Nov 16, 2021 Common Stock 2.59M By Accel Growth Fund III LP F1, F2
holding USER Series F Convertible Preferred Stock Nov 16, 2021 Common Stock 3.99M By Accel Growth Fund III LP F1, F2
holding USER Series C Convertible Preferred Stock Nov 16, 2021 Common Stock 835K By Accel Growth Fund III Strategic Partners LP F1, F3
holding USER Series D Convertible Preferred Stock Nov 16, 2021 Common Stock 117K By Accel Growth Fund III Strategic Partners LP F1, F3
holding USER Series E Convertible Preferred Stock Nov 16, 2021 Common Stock 122K By Accel Growth Fund III Strategic Partners LP F1, F3
holding USER Series F Convertible Preferred Stock Nov 16, 2021 Common Stock 188K By Accel Growth Fund III Strategic Partners LP F1, F3
holding USER Series C Convertible Preferred Stock Nov 16, 2021 Common Stock 1.17M By Accel Growth Fund Investors 2014 L.L.C. F1, F4
holding USER Series D Convertible Preferred Stock Nov 16, 2021 Common Stock 164K By Accel Growth Fund Investors 2014 L.L.C. F1, F4
holding USER Series E Convertible Preferred Stock Nov 16, 2021 Common Stock 171K By Accel Growth Fund Investors 2014 L.L.C. F1, F4
holding USER Series F Convertible Preferred Stock Nov 16, 2021 Common Stock 264K By Accel Growth Fund Investors 2014 L.L.C. F1, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Each share of the Issuer's Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock and Series F Preferred Stock willautomatically convert into one (1) share of the Issuer's Common Stock immediately upon the closing of the Issuer's initial public offering and hasno expiration date.
F2 The reported securities are held by the Accel Growth Fund III LP ("Accel III"). Accel Growth Fund III Associates L.L.C. ("Accel GrowthAssociates") is the general partner of Accel III. Accel Growth Associates has sole voting and dispositive power with regard to the securities heldby Accel III. Andrew Braccia, Sameer Gandhi, Ping Li, Tracy Sedlock, Ryan Sweeney and Richard Wong are the managing members of AccelGrowth Associates and therefore may be deemed to also share voting and dispositive power with regard to the securities held by Accel III. Eachof Accel Growth Associates and each such individual disclaims beneficial ownership over the securities held by Accel III except to the extent ofits or such individual's pecuniary interest therein, if any, and this report shall not be deemed an admission that such entity or individual is thebeneficial owner of such securities for Section 16 or any other purpose.
F3 The reported securities are held by the Accel Growth Fund III Strategic Partners LP ("Accel III Partners"). Accel Growth Associates has solevoting and dispositive power with regard to the securities held by Accel III Partners. Andrew Braccia, Sameer Gandhi, Ping Li, Tracy Sedlock,Ryan Sweeney and Richard Wong are the managing members of Accel Growth Associates and therefore may be deemed to also share votingand dispositive power with regard to the securities held by Accel III Partners. Each of Accel Growth Associates and each such individualdisclaims beneficial ownership over the securities held by Accel III Partners except to the extent of its or such individual's pecuniary interesttherein, if any, and this report shall not be deemed an admission that such entity or individual is the beneficial owner of such securities forSection 16 or any other purpose.
F4 The reported securities are held by Accel Growth Fund Investors 2014 L.L.C. ("Accel 2014"). Andrew Braccia, Sameer Gandhi, Ping Li, TracySedlock, Ryan Sweeney and Richard Wong are the managing members of Accel 2014 and therefore may be deemed to share voting anddispositive power with regard to the securities held by Accel 2014. Each of such individuals disclaims beneficial ownership over the securitiesheld by Accel 2014 except to the extent of such individual's pecuniary interest therein, if any, and this report shall not be deemed an admissionthat any such individuals is the beneficial owner of such securities for purposes of Section 16 or any other purpose.

Remarks:

Exhibit 24 - Power of Attorney