StepStone Group LP - 12 Jan 2023 Form 4 Insider Report for UserTesting, Inc.

Source evidence Original filing metadata and source links for verification. 5 source fields
SEC form
4
Accepted by SEC
17 Jan 2023, 20:13:19 UTC
Prior SEC filing
15 Nov 2022
Next SEC filing
28 May 2026
Source filing
View source filing
Reporting owner 1 detail
Reporting owner signature
/s/ Jennifer Y. Ishiguro - for StepStone Group LP, By: StepStone Group Holdings LLC, its General Partner, By:Jennifer Y. Ishiguro, Chief Legal Officer & Secretary

Key filing fact

StepStone Group LP filed Form 4 for UserTesting, Inc. on 17 Jan 2023.

Key facts

  • This page summarizes StepStone Group LP's Form 4 filing for UserTesting, Inc..
  • 6 reported transactions and 0 derivative rows are listed below.
  • Accepted by SEC: 17 Jan 2023, 20:13.

Change

  • Previous filing in this sequence was filed on 15 Nov 2022.
  • Current net transaction value: -$170,106,795.

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

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

USER transaction

Common Stock

Disposed to Issuer

Transaction value
$21,452,925
Shares
-2,860,390
Change %
-100%
Price
$7.50
Shares after
0
Date
12 Jan 2023
Ownership
See footnotes
Footnotes
F1, F2, F8, F9
USER transaction

Common Stock

Disposed to Issuer

Transaction value
$2,069,685
Shares
-275,958
Change %
-100%
Price
$7.50
Shares after
0
Date
12 Jan 2023
Ownership
See footnotes
Footnotes
F1, F3, F8, F9
USER transaction

Common Stock

Disposed to Issuer

Transaction value
$35,079,638
Shares
-4,677,285
Change %
-100%
Price
$7.50
Shares after
0
Date
12 Jan 2023
Ownership
See footnotes
Footnotes
F1, F4, F8, F9
USER transaction

Common Stock

Disposed to Issuer

Transaction value
$39,031,995
Shares
-5,204,266
Change %
-100%
Price
$7.50
Shares after
0
Date
12 Jan 2023
Ownership
See footnotes
Footnotes
F1, F5, F8, F9
USER transaction

Common Stock

Disposed to Issuer

Transaction value
$64,736,115
Shares
-8,631,482
Change %
-100%
Price
$7.50
Shares after
0
Date
12 Jan 2023
Ownership
See footnotes
Footnotes
F1, F6, F8, F9
USER transaction

Common Stock

Disposed to Issuer

Transaction value
$7,736,438
Shares
-1,031,525
Change %
-100%
Price
$7.50
Shares after
0
Date
12 Jan 2023
Ownership
See footnotes
Footnotes
F1, F7, F8, F9
* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Explanation of responses 9 footnotes

Footnote F1

On October 26, 2022, UserTesting, Inc., a Delaware corporation (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 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, less any applicable withholding taxes.

Footnote F2

The reported securities are held directly by StepStone VC Global Partners VII-A, L.P. StepStone VC General Partner VII, L.P. is the general partner of StepStone VC Global Partners VII-A, L.P.

Footnote F3

The reported securities are held directly by StepStone VC Global Partners VII-C, L.P. StepStone VC General Partner VII, L.P. is the general partner of StepStone VC Global Partners VII-C, L.P.

Footnote F4

The reported securities are held directly StepStone VC Opportunities III, L.P. StepStone VC Opportunities General Partner III, L.P. is the general partner of StepStone VC Opportunities III, L.P.

Footnote F5

The reported securities are held directly StepStone VC Secondaries Fund III, L.P. StepStone VC Secondaries General Partner III, L.P. is the general partner of StepStone VC Secondaries Fund III, L.P.

Footnote F6

The reported securities are held directly StepStone VC Secondaries Fund IV, L.P. StepStone VC Secondaries General Partner IV, L.P. is the general partner of StepStone VC Secondaries Fund IV, L.P.

Footnote F7

The reported securities are StepStone IL Special II, L.P. StepStone VC IL GP II, LLC is the general partner of StepStone IL Special II, L.P.

Footnote F8

StepStone Group LP is the investment manager of StepStone IL Special II, L.P., StepStone VC Global Partners VII-A, L.P., StepStone VC Global Partners VII-C, L.P., StepStone VC Opportunities III, L.P., StepStone VC Secondaries Fund III, L.P., and StepStone VC Secondaries Fund IV, L.P. StepStone Group Holdings LLC is the general partner of Stepstone Group LP, and StepStone Group Inc. is the sole managing member of StepStone Group Holdings LLC. The filing of this Form 4 shall not be construed as an admission that the Reporting Persons are or were for the purposes of Section 16(a) of the Securities Exchange Act of 1934, as amended, or otherwise, the beneficial owners of any of the securities reported herein. The Reporting Persons disclaim such beneficial ownership, except to the extent of their pecuniary interest.

Footnote F9

Due to the limitations of the electronic filing system a Reporting Person (STEPSTONE IL SPECIAL II, L.P), is filing a separate Form 4.

SEC remarks

Form 1 of 2

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