FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 11/16/2021 |
3. Issuer Name and Ticker or Trading Symbol
UserTesting, Inc. [ USER ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Series C Convertible Preferred Stock | (1) | (1) | Common Stock | 17,679,037 | (1) | I | By Accel Growth Fund III LP(2) |
Series D Convertible Preferred Stock | (1) | (1) | Common Stock | 2,475,925 | (1) | I | By Accel Growth Fund III LP(2) |
Series E Convertible Preferred Stock | (1) | (1) | Common Stock | 2,585,433 | (1) | I | By Accel Growth Fund III LP(2) |
Series F Convertible Preferred Stock | (1) | (1) | Common Stock | 3,987,103 | (1) | I | By Accel Growth Fund III LP(2) |
Series C Convertible Preferred Stock | (1) | (1) | Common Stock | 834,640 | (1) | I | By Accel Growth Fund III Strategic Partners LP(3) |
Series D Convertible Preferred Stock | (1) | (1) | Common Stock | 116,891 | (1) | I | By Accel Growth Fund III Strategic Partners LP(3) |
Series E Convertible Preferred Stock | (1) | (1) | Common Stock | 122,060 | (1) | I | By Accel Growth Fund III Strategic Partners LP(3) |
Series F Convertible Preferred Stock | (1) | (1) | Common Stock | 188,234 | (1) | I | By Accel Growth Fund III Strategic Partners LP(3) |
Series C Convertible Preferred Stock | (1) | (1) | Common Stock | 1,171,254 | (1) | I | By Accel Growth Fund Investors 2014 LLC(4) |
Series D Convertible Preferred Stock | (1) | (1) | Common Stock | 164,028 | (1) | I | By Accel Growth Fund Investors 2014 LLC(4) |
Series E Convertible Preferred Stock | (1) | (1) | Common Stock | 171,287 | (1) | I | By Accel Growth Fund Investors 2014 LLC(4) |
Series F Convertible Preferred Stock | (1) | (1) | Common Stock | 264,149 | (1) | I | By Accel Growth Fund Investors 2014 LLC(4) |
Explanation of Responses: |
1. Each share of the Issuer's Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock and Series F Preferred Stock will automatically convert into one (1) share of the Issuer's Common Stock immediately upon the closing of the Issuer's initial public offering and has no expiration date. |
2. The reported securities are held by the Accel Growth Fund III LP ("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 LP ("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. |
Remarks: |
/s/ Ambyr O'Donnell as attorney-in-fact for Andrew Braccia | 11/16/2021 | |
** 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 5 (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 Number. |