Sec Form 4 Filing - Braccia Andrew @ UserTesting, Inc. - 2021-11-19

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
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/YY)
11/19/2021
(Street)
SAN FRANCISCO, CA94107
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ 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 11/19/2021 C 17,679,037 A $ 0( 1 ) 17,679,037 I By Accel Growth Fund III LP( 2 )
Common Stock 11/19/2021 C 2,475,925 A $ 0( 1 ) 20,154,962 I By Accel Growth Fund III LP( 2 )
Common Stock 11/19/2021 C 2,585,433 A $ 0( 1 ) 22,740,395 I By Accel Growth Fund III LP( 2 )
Common Stock 11/19/2021 C 3,987,103 A $ 0( 1 ) 26,727,498 I By Accel Growth Fund III LP( 2 )
Common Stock 11/19/2021 C 834,640 A $ 0( 1 ) 834,640 I By Accel Growth Fund III Strategic Partners LP( 3 )
Common Stock 11/19/2021 C 116,891 A $ 0( 1 ) 951,531 I By Accel Growth Fund III Strategic Partners LP( 3 )
Common Stock 11/19/2021 C 122,060 A $ 0( 1 ) 1,073,591 I By Accel Growth Fund III Strategic Partners LP( 3 )
Common Stock 11/19/2021 C 188,234 A $ 0( 1 ) 1,261,825 I By Accel Growth Fund III Strategic Partners LP( 3 )
Common Stock 11/19/2021 C 1,171,254 A $ 0( 1 ) 1,171,254 I By Accel Growth Fund Investors 2014 LLC( 4 )
Common Stock 11/19/2021 C 164,028 A $ 0( 1 ) 1,335,282 I By Accel Growth Fund Investors 2014 LLC( 4 )
Common Stock 11/19/2021 C 171,287 A $ 0( 1 ) 1,506,569 I By Accel Growth Fund Investors 2014 LLC( 4 )
Common Stock 11/19/2021 C 264,149 A $ 0( 1 ) 1,770,718 I By Accel Growth Fund Investors 2014 LLC( 4 )
( 1 )
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
Series C Convertible Preferred Stock ( 1 ) 11/19/2021 C 17,679,037 ( 1 ) ( 1 ) Common Stock 17,679,037 $ 0 0 I By Accel Growth Fund III LP( 2 )
Series D Convertible Preferred Stock ( 1 ) 11/19/2021 C 2,475,925 ( 1 ) ( 1 ) Common Stock 2,475,925 $ 0 0 I By Accel Growth Fund III LP( 2 )
Series E Convertible Preferred Stock ( 1 ) 11/19/2021 C 2,585,433 ( 1 ) ( 1 ) Common Stock 2,585,433 $ 0 0 I By Accel Growth Fund III LP( 2 )
Series F Convertible Preferred Stock ( 1 ) 11/19/2021 C 3,987,103 ( 1 ) ( 1 ) Common Stock 3,987,103 $ 0 0 I By Accel Growth Fund III LP( 2 )
Series C Convertible Preferred Stock ( 1 ) 11/19/2021 C 834,640 ( 1 ) Common Stock 834,640 $ 0 0 I By Accel Growth Fund III Strategic Partners LP( 3 )
Series D Convertible Preferred Stock ( 1 ) 11/19/2021 C 116,891 ( 1 ) ( 1 ) Common Stock 116,891 $ 0 0 I By Accel Growth Fund III Strategic Partners LP( 3 )
Series E Convertible Preferred Stock ( 1 ) 11/19/2021 C 122,060 ( 1 ) ( 1 ) Common Stock 122,060 $ 0 0 I By Accel Growth Fund III Strategic Partners LP( 3 )
Series F Convertible Preferred Stock ( 1 ) 11/19/2021 C 188,234 ( 1 ) ( 1 ) Common Stock 188,234 $ 0 0 I By Accel Growth Fund III Strategic Partners LP( 3 )
Series C Convertible Preferred Stock ( 1 ) 11/19/2021 C 1,171,254 ( 1 ) ( 1 ) Common Stock 1,171,254 $ 0 0 I By Accel Growth Fund Investors 2014 LLC( 4 )
Series D Convertible Preferred Stock ( 1 ) 11/19/2021 C 164,028 ( 1 ) ( 1 ) Common Stock 164,028 $ 0 0 I By Accel Growth Fund Investors 2014 LLC( 4 )
Series E Convertible Preferred Stock ( 1 ) 11/19/2021 C 171,287 ( 1 ) ( 1 ) Common Stock 171,287 $ 0 0 I By Accel Growth Fund Investors 2014 LLC( 4 )
Series F Convertible Preferred Stock ( 1 ) 11/19/2021 C 264,149 ( 1 ) ( 1 ) Common Stock 264,149 $ 0 0 I By Accel Growth Fund Investors 2014 LLC( 4 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Braccia Andrew
144 TOWNSEND STREET
SAN FRANCISCO, CA94107
X X
Signatures
/s/ Ambyr O'Donnell as attorney-in-fact for Andrew Braccia 11/22/2021
Signature of Reporting Person Date
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 automatically converted into one (1) share of the Issuer's Common Stock, for no additional consideration, immediately prior to the closing of the Issuer's initial public offering of Common Stock (the "IPO") and had 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.

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).
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