Sec Form 4 Filing - StepStone Group LP @ UserTesting, Inc. - 2023-01-12

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
StepStone Group LP
2. Issuer Name and Ticker or Trading Symbol
UserTesting, Inc. [ USER]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
4225 EXECUTIVE SQUARE, SUITE 1600
3. Date of Earliest Transaction (MM/DD/YY)
01/12/2023
(Street)
LA JOLLA, CA92037
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction 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 01/12/2023 D 2,860,390 D $ 7.5( 1 ) 0 I See footnotes( 2 )( 8 )( 9 )
Common Stock 01/12/2023 D 275,958 D $ 7.5( 1 ) 0 I See footnotes( 3 )( 8 )( 9 )
Common Stock 01/12/2023 D 4,677,285 D $ 7.5( 1 ) 0 I See footnotes( 4 )( 8 )( 9 )
Common Stock 01/12/2023 D 5,204,266 D $ 7.5( 1 ) 0 I See footnotes( 5 )( 8 )( 9 )
Common Stock 01/12/2023 D 8,631,482 D $ 7.5( 1 ) 0 I See footnotes( 6 )( 8 )( 9 )
Common Stock 01/12/2023 D 1,031,525 D $ 7.5( 1 ) 0 I See footnotes( 7 )( 8 )( 9 )
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
StepStone Group LP
4225 EXECUTIVE SQUARE, SUITE 1600
LA JOLLA, CA92037
X
StepStone VC Global Partners, VII-A, L.P.
4225 EXECUTIVE SQUARE, SUITE 1600
LA JOLLA, CA90237
X
StepStone VC Global Partners VII-C, L.P.
4225 EXECUTIVE SQUARE, SUITE 1600
LA JOLLA, CA90237
X
StepStone VC General Partner VII, L.P.
4225 EXECUTIVE SQUARE, SUITE 1600
LA JOLLA, CA92037
X
StepStone VC Opportunities III, L.P.
4225 EXECUTIVE SQUARE, SUITE 1600
LA JOLLA, CA90237
X
StepStone VC Opportunities General Partner III, L.P.
4225 EXECUTIVE SQUARE, SUITE 1600
LA JOLLA, CA92037
X
StepStone VC Secondaries Fund III, L.P.
4225 EXECUTIVE SQUARE, SUITE 1600
LA JOLLA, CA90237
X
StepStone VC Secondaries General Partner III, L.P.
4225 EXECUTIVE SQUARE, SUITE 1600
LA JOLLA, CA90237
X
StepStone VC Secondaries Fund IV, L.P.
4225 EXECUTIVE SQUARE, SUITE 1600
LA JOLLA, CA90237
X
StepStone VC Secondaries General Partner IV, L.P.
4225 EXECUTIVE SQUARE, SUITE 1600
LA JOLLA, CA90237
X
Signatures
/s/ Jennifer Y. Ishiguro - for StepStone Group LP, By: StepStone Group Holdings LLC, its General Partner, By:Jennifer Y. Ishiguro, Chief Legal Officer & Secretary 01/17/2023
Signature of Reporting Person Date
/s/ Jennifer Y. Ishiguro - for StepStone VC Global Partners VII-A, L.P., By: StepStone Group LP., its investment manager, By: StepStone Group Holdings LLC, its General Partner, By: Jennifer Y. Ishiguro, Chief Legal Officer & Secretary 01/17/2023
Signature of Reporting Person Date
/s/ Jennifer Y. Ishiguro - for StepStone VC Global Partners VII-C, L.P., By: StepStone Group LP., its investment manager, By: StepStone Group Holdings LLC, its General Partner, By: Jennifer Y. Ishiguro, Chief Legal Officer & Secretary 01/17/2023
Signature of Reporting Person Date
/s/ Jennifer Y. Ishiguro - for StepStone VC General Partner VII, L.P., By: StepStone Group LP., its investment manager, By: StepStone Group Holdings LLC, its General Partner, By: Jennifer Y. Ishiguro, Chief Legal Officer & Secretary 01/17/2023
Signature of Reporting Person Date
/s/ Jennifer Y. Ishiguro - for StepStone VC Opportunities III, L.P., By: StepStone Group LP., its investment manager, By: StepStone Group Holdings LLC, its General Partner, By: Jennifer Y. Ishiguro, Chief Legal Officer & Secretary 01/17/2023
Signature of Reporting Person Date
/s/ Jennifer Y. Ishiguro - for StepStone VC Opportunities General Partner III, L.P., By: StepStone Group LP., its investment manager, By: StepStone Group Holdings LLC, its General Partner, By: Jennifer Y. Ishiguro, Chief Legal Officer & Secretary 01/17/2023
Signature of Reporting Person Date
/s/ Jennifer Y. Ishiguro - for StepStone VC Secondaries Fund III, L.P., By: StepStone Group LP., its investment manager, By: StepStone Group Holdings LLC, its General Partner, By: Jennifer Y. Ishiguro, Chief Legal Officer & Secretary 01/17/2023
Signature of Reporting Person Date
/s/ Jennifer Y. Ishiguro - for StepStone VC Secondaries General Partner III, L.P., By: StepStone Group LP., its investment manager, By: StepStone Group Holdings LLC, its General Partner, By: Jennifer Y. Ishiguro, Chief Legal Officer & Secretary 01/17/2023
Signature of Reporting Person Date
/s/ Jennifer Y. Ishiguro - for StepStone VC Secondaries Fund IV, L.P., By: StepStone Group LP., its investment manager, By: StepStone Group Holdings LLC, its General Partner, By: Jennifer Y. Ishiguro, Chief Legal Officer & Secretary 01/17/2023
Signature of Reporting Person Date
/s/ Jennifer Y. Ishiguro - for StepStone VC Secondaries General Partner IV, L.P., By: StepStone Group LP., its investment manager, By: StepStone Group Holdings LLC, its General Partner, By: Jennifer Y. Ishiguro, Chief Legal Officer & Secretary 01/17/2023
Signature of Reporting Person Date
Explanation of Responses:
( 1 )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.
( 2 )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.
( 3 )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.
( 4 )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.
( 5 )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.
( 6 )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.
( 7 )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.
( 8 )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.
( 9 )Due to the limitations of the electronic filing system a Reporting Person (STEPSTONE IL SPECIAL II, L.P), is filing a separate Form 4.

Remarks:
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