Key facts
- This page summarizes Cynthia A. Russo's Form 4 filing for UserTesting, Inc..
- 3 reported transactions and 2 derivative rows are listed below.
- Accepted by SEC: 13 Jan 2023, 18:01.
Cynthia A. Russo - 12 Jan 2023 Form 4 Insider Report for UserTesting, Inc.
- Reporting relationship
- Director
- Issuer ticker
- N/A
- Reported as of
- 12 Jan 2023
- Net transaction value
- $0
- SEC form
- 4
- Accepted by SEC
- 13 Jan 2023, 18:01:02 UTC
- Prior SEC filing
- 17 Nov 2022
- Next SEC filing
- 23 May 2023
- Source filing
- View source filing
- Reporting owner signature
- /s/ Mona Sabet as attorney-in-fact for Cynthia Russo
Source evidence
Original filing metadata and source links for verification.
5 source fields
Reporting owner
1 detail
Key filing fact
Cynthia A. Russo filed Form 4 for UserTesting, Inc. on 13 Jan 2023.
Change
- Previous filing in this sequence was filed on 17 Nov 2022.
- Current net transaction value: $0.
Research use
- This tells you what this filing adds before you inspect full transaction and derivative tables.
- You can trace every row back to the original SEC filing document.
Evidence
Filed on Form 4
View source filing
Ownership activity is grounded in SEC Form 4 disclosures.
Reported non-derivative transactions
Shares, units, or other non-derivative securities reported in this filing.
USER
transaction
Common Stock
Disposed to Issuer
- Transaction value
- Shares
- -17,210
- Change %
- -100%
- Price
- Shares after
- 0
- Date
- 12 Jan 2023
- Ownership
- Direct
- Footnotes
- F1
Reported derivative securities
Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.
USER
transaction
Derivative
Stock Option (right to buy)
Disposed to Issuer
- Transaction value
- Shares
- -65,000
- Change %
- -100%
- Price
- Shares after
- 0
- Date
- 12 Jan 2023
- Ownership
- Direct
- Underlying class
- Common Stock
- Underlying amount
- 65,000
- Exercise price
- $3.39
- Footnotes
- F2, F3
USER
transaction
Derivative
Restricted Stock Units
Disposed to Issuer
- Transaction value
- Shares
- -17,209
- Change %
- -100%
- Price
- Shares after
- 0
- Date
- 12 Jan 2023
- Ownership
- Direct
- Underlying class
- Common Stock
- Underlying amount
- 17,209
- Exercise price
- Footnotes
- F4, F5, F6
* marks a reported price that did not pass the local price check.
Additional SEC filing notes
Filing notes and footnotes
Section 16 status
Cynthia A. Russo is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may still apply in specific circumstances.
Explanation of responses 6 footnotes
Footnote 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.
Footnote 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.
Footnote 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.
Footnote 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.
Footnote 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.
Footnote 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.