Alexander Wong - Nov 19, 2021 Form 4 Insider Report for UserTesting, Inc. (USER)

Role: Director
Signature: /s/ Ambyr O'Donnell as attorney-in-fact for Alexander Wong
Stock symbol: USER
Transactions as of: Nov 19, 2021
Transactions value $: $0
Form type: 4
Date filed: 11/22/2021, 04:55 PM
Previous filing: Nov 16, 2021
Next filing: May 10, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	USER	Common Stock	Conversion of derivative security	$0	+8M		$0.00	8M	Nov 19, 2021	By Topiary Capital Fund I, LP	F1, F2
transaction	USER	Common Stock	Conversion of derivative security	$0	+1.66M	+20.73%	$0.00	9.66M	Nov 19, 2021	By Topiary Capital Fund I, LP	F1, F2
transaction	USER	Common Stock	Conversion of derivative security	$0	+971K	+10.06%	$0.00	10.6M	Nov 19, 2021	By Topiary Capital Fund I, LP	F1, F2
transaction	USER	Common Stock	Conversion of derivative security	$0	+996K	+9.37%	$0.00	11.6M	Nov 19, 2021	By Topiary Capital Fund I, LP	F1, F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Date	Underlying Class	Amount	Ownership	Footnotes
transaction	USER	Series A Convertible Preferred Stock	Conversion of derivative security	$0	-8M	-100%	$0.00^*	Nov 19, 2021	Common Stock	8M	By Topiary Capital Fund I, LP	F1, F2
transaction	USER	Series A-1 Convertible Preferred Stock	Conversion of derivative security	$0	-1.66M	-100%	$0.00^*	Nov 19, 2021	Common Stock	1.66M	By Topiary Capital Fund I, LP	F1, F2
transaction	USER	Series B Convertible Preferred Stock	Conversion of derivative security	$0	-971K	-100%	$0.00^*	Nov 19, 2021	Common Stock	971K	By Topiary Capital Fund I, LP	F1, F2
transaction	USER	Series D Convertible Preferred Stock	Conversion of derivative security	$0	-996K	-100%	$0.00^*	Nov 19, 2021	Common Stock	996K	By Topiary Capital Fund I, LP	F1, F2

* 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 A Preferred Stock, Series A-1 Preferred Stock, Series B Preferred Stock and Series D Preferred Stock automatically converted into one (1) share of the Issuer's Common Stock, for no additional consideration, immediately prior to the closing of the Issuer's initial public offering of Common Stock (the "IPO") and had no expiration date.
F2	The reported securities are held by the Topiary Capital Fund I, LP ("Topiary LP"). Topiary Capital Fund I GP, LLC ("Topiary GP") is the general partner of Topiary LP and may be deemed to have sole voting and dispositive power over the securities held by Topiary LP. The Reporting Person is the managing director of Topiary GP and therefore may be deemed to also have sole voting and dispositive power over the securities held by Topiary LP. The Reporting Person disclaims beneficial ownership over the securities held by Topiary LP except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for purposes of Section 16 or any other purpose.

Content

Each share of the Issuer's Series A Preferred Stock, Series A-1 Preferred Stock, Series B Preferred Stock and Series D Preferred Stock automatically converted into one (1) share of the Issuer's Common Stock, for no additional consideration, immediately prior to the closing of the Issuer's initial public offering of Common Stock (the "IPO") and had no expiration date.

The reported securities are held by the Topiary Capital Fund I, LP ("Topiary LP"). Topiary Capital Fund I GP, LLC ("Topiary GP") is the general partner of Topiary LP and may be deemed to have sole voting and dispositive power over the securities held by Topiary LP. The Reporting Person is the managing director of Topiary GP and therefore may be deemed to also have sole voting and dispositive power over the securities held by Topiary LP. The Reporting Person disclaims beneficial ownership over the securities held by Topiary LP except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for purposes of Section 16 or any other purpose.