Statement of Changes in Beneficial Ownership (4)
August 17 2022 - 06:31PM
Edgar (US Regulatory)
FORM 4
[ ] Check this box if no longer subject to Section
16. Form 4 or Form 5 obligations may continue. See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL
OWNERSHIP OF SECURITIES
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OMB
APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response... 0.5 |
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Filed pursuant to Section 16(a) of the
Securities Exchange Act of 1934 or Section 30(h) of the Investment
Company Act of 1940
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1. Name
and Address of Reporting Person * Braccia Andrew |
2. Issuer Name and Ticker or Trading
Symbol UserTesting, Inc. [ USER ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)__X__
Director __X__
10% Owner
_____ Officer (give title
below) _____ Other
(specify below)
|
(Last)
(First)
(Middle)
144 TOWNSEND STREET |
3. Date of Earliest Transaction (MM/DD/YYYY)
8/15/2022
|
(Street)
SAN FRANCISCO, CA 94107
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
|
6. Individual or Joint/Group Filing
(Check Applicable Line) _X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person |
Table I - Non-Derivative Securities Acquired, Disposed of, or
Beneficially Owned
|
1.Title of Security
(Instr. 3) |
2. Trans. Date |
2A. Deemed Execution Date, if any |
3. Trans. Code
(Instr. 8) |
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) |
5. Amount of Securities Beneficially Owned Following
Reported Transaction(s)
(Instr. 3 and 4) |
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4) |
7. Nature of Indirect Beneficial Ownership (Instr.
4) |
Code |
V |
Amount |
(A) or (D) |
Price |
Common Stock |
8/15/2022 |
|
M |
|
8605 |
A |
(1) |
8605 |
D |
|
Common Stock |
|
|
|
|
|
|
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26727498 |
I |
By Accel Growth Fund III L.P. (2) |
Common Stock |
|
|
|
|
|
|
|
1261825 |
I |
By Accel Growth Fund III Strategic Partners
L.P. (3) |
Common Stock |
|
|
|
|
|
|
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1770718 |
I |
By Accel Growth Fund Investors 2014
L.L.C. (4) |
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible
securities)
|
1. Title of Derivate Security
(Instr. 3) |
2. Conversion or Exercise Price of Derivative
Security |
3. Trans. Date |
3A. Deemed Execution Date, if any |
4. Trans. Code
(Instr. 8) |
5. Number of Derivative Securities Acquired (A) or
Disposed of (D)
(Instr. 3, 4 and 5) |
6. Date Exercisable and Expiration Date |
7. Title and Amount of Securities Underlying
Derivative Security
(Instr. 3 and 4) |
8. Price of Derivative Security
(Instr. 5) |
9. Number of derivative Securities Beneficially
Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct
(D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr.
4) |
Code |
V |
(A) |
(D) |
Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
Restricted Stock Units |
(1) |
8/15/2022 |
|
M |
|
|
8605 |
(5) |
(5) |
Common Stock |
8605 |
$0.00 |
25814 |
D |
|
Explanation of
Responses: |
(1) |
Each Restricted Stock Units
("RSUs") represents a contingent right to receive one (1) share of
the Issuer's Common Stock upon settlement for no
consideration. |
(2) |
The reported securities are
held by the Accel Growth Fund III L.P. ("Accel III"). Accel Growth
Fund III Associates L.L.C. ("Accel Growth Associates") is the
general partner of Accel III. Accel Growth Associates has sole
voting and dispositive power with regard to the securities held by
Accel III. The Reporting Person is a managing member, together with
Sameer Gandhi, Ping Li, Tracy Sedlock, Ryan Sweeney and Richard
Wong, of Accel Growth Associates and therefore may be deemed to
also share voting and dispositive power with regard to the
securities held by Accel III. The Reporting Person disclaims
beneficial ownership over the securities held by Accel III 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. |
(3) |
The reported securities are
held by the Accel Growth Fund III Strategic Partners L.P. ("Accel
III Partners"). Accel Growth Associates is the general partner of
Accel III Partners. Accel Growth Associates has sole voting and
dispositive power with regard to the securities held by Accel III
Partners. The Reporting Person is a managing member, together with
Sameer Gandhi, Ping Li, Tracy Sedlock, Ryan Sweeney and Richard
Wong, of Accel Growth Associates and therefore may be deemed to
also share voting and dispositive power with regard to the
securities held by Accel III Partners. The Reporting Person
disclaims beneficial ownership over the securities held by Accel
III Partners 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. |
(4) |
The reported securities are
held by Accel Growth Fund Investors 2014 L.L.C. ("Accel 2014"). The
Reporting Person is a managing member, together with Sameer Gandhi,
Ping Li, Tracy Sedlock, Ryan Sweeney and Richard Wong, of Accel
2014 and therefore may be deemed to also share voting and
dispositive power with regard to the securities held by Accel 2014.
The Reporting Person disclaims beneficial ownership over the
securities held by Accel 2014 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. |
(5) |
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. |
Reporting
Owners
|
Reporting Owner Name / Address |
Relationships
|
Director |
10% Owner |
Officer |
Other |
Braccia Andrew
144 TOWNSEND STREET
SAN FRANCISCO, CA 94107 |
X |
X |
|
|
Signatures
|
/s/ Mona Sabet as attorney-in-fact for Andrew
Braccia |
|
8/17/2022 |
**Signature of Reporting
Person |
Date |
Reminder: Report on a separate line for each class
of securities beneficially owned directly or
indirectly. |
* |
If the form is filed by more than one
reporting person, see Instruction 4(b)(v). |
** |
Intentional misstatements or omissions
of facts constitute Federal Criminal Violations. See 18
U.S.C. 1001 and 15 U.S.C. 78ff(a). |
Note: |
File three copies of this Form, one of
which must be manually signed. If space is insufficient, see
Instruction 6 for procedure. |
Persons who respond to the collection of information
contained in this form are not required to respond unless the form
displays a currently valid OMB control number. |
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