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

Role
10%+ Owner
Signature
/s/ TRACY L. SEDLOCK, as attorney-in-fact for Accel Growth Fund III Associates L.L.C.
Issuer symbol
N/A
Transactions as of
16 Nov 2021
Net transactions value
$0
Form type
3
Filing time
16 Nov 2021, 17:32:35 UTC
Next filing
22 Nov 2021
SEC
View on sec.gov

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 16 Nov 2021 Common Stock 17,679,037 By Accel Growth Fund III LP F1, F2
holding USER Series D Convertible Preferred Stock 16 Nov 2021 Common Stock 2,475,925 By Accel Growth Fund III LP F1, F2
holding USER Series E Convertible Preferred Stock 16 Nov 2021 Common Stock 2,585,433 By Accel Growth Fund III LP F1, F2
holding USER Series F Convertible Preferred Stock 16 Nov 2021 Common Stock 3,987,103 By Accel Growth Fund III LP F1, F2
holding USER Series C Convertible Preferred Stock 16 Nov 2021 Common Stock 834,640 By Accel Growth Fund III Strategic Partners LP F1, F3
holding USER Series D Convertible Preferred Stock 16 Nov 2021 Common Stock 116,891 By Accel Growth Fund III Strategic Partners LP F1, F3
holding USER Series E Convertible Preferred Stock 16 Nov 2021 Common Stock 122,060 By Accel Growth Fund III Strategic Partners LP F1, F3
holding USER Series F Convertible Preferred Stock 16 Nov 2021 Common Stock 188,234 By Accel Growth Fund III Strategic Partners LP F1, F3
holding USER Series C Convertible Preferred Stock 16 Nov 2021 Common Stock 1,171,254 By Accel Growth Fund Investors 2014 L.L.C. F1, F4
holding USER Series D Convertible Preferred Stock 16 Nov 2021 Common Stock 164,028 By Accel Growth Fund Investors 2014 L.L.C. F1, F4
holding USER Series E Convertible Preferred Stock 16 Nov 2021 Common Stock 171,287 By Accel Growth Fund Investors 2014 L.L.C. F1, F4
holding USER Series F Convertible Preferred Stock 16 Nov 2021 Common Stock 264,149 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