UserTesting (USER) SC 13G/A UserTesting / StepStone ownership change

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 13G/A

(Amendment No. 2)*

Information to be Included in Statements Filed Pursuant to § 240.13d-1(b), (c)

and (d) and Amendments Thereto Filed Pursuant to § 240.13d-2

Under the Securities Exchange Act of 1934

UserTesting, Inc.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

91734E 101

(CUSIP Number)

January 12, 2023

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☐ Rule 13d-1(c)

☒ Rule 13d-1(d)

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act, but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 91734E 101

1.	Names of Reporting Persons   StepStone Group LP
2.	Check the Appropriate Box if a Member of a Group (See Instructions)   (a)  ☐        (b)  ☐
3.	SEC Use Only
4.	Citizenship or Place of Organization   Delaware

Number of Shares  Beneficially  Owned by Each Reporting Person With	5.	Sole Voting Power   0
	6.	Shared Voting Power   0*
	7.	Sole Dispositive Power   0
	8.	Shared Dispositive Power   0*

9.	Aggregate Amount Beneficially Owned by Each Reporting Person   0*
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)   ☐
11.	Percent of Class Represented by Amount in Row (9)   0%*
12.	Type of Reporting Person (See Instructions)   PN

* Beneficial ownership percentage is based on an aggregate total of 145,333,328 shares of the Issuer’s Common Stock outstanding as of October 31, 2022, as reported by the Issuer in its Proxy Statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on December 6, 2022.

CUSIP No. 91734E 101

1.	Names of Reporting Persons   StepStone VC Global Partners VII-A, L.P.
2.	Check the Appropriate Box if a Member of a Group (See Instructions)   (a)  ☐        (b)  ☐
3.	SEC Use Only
4.	Citizenship or Place of Organization   Delaware

Number of Shares  Beneficially  Owned by Each Reporting Person With	5.	Sole Voting Power   0
	6.	Shared Voting Power   0*
	7.	Sole Dispositive Power   0
	8.	Shared Dispositive Power   0*

9.	Aggregate Amount Beneficially Owned by Each Reporting Person   0*
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)   ☐
11.	Percent of Class Represented by Amount in Row (9)   0%*
12.	Type of Reporting Person (See Instructions)   PN

* Beneficial ownership percentage is based on an aggregate total of 145,333,328 shares of the Issuer’s Common Stock outstanding as of October 31, 2022, as reported by the Issuer in its Proxy Statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on December 6, 2022.

CUSIP No. 91734E 101

1.	Names of Reporting Persons   StepStone VC Global Partners VII-C, L.P.
2.	Check the Appropriate Box if a Member of a Group (See Instructions)   (a)  ☐        (b)  ☐
3.	SEC Use Only
4.	Citizenship or Place of Organization   Delaware

Number of Shares  Beneficially  Owned by Each Reporting Person With	5.	Sole Voting Power   0
	6.	Shared Voting Power   0*
	7.	Sole Dispositive Power   0
	8.	Shared Dispositive Power   0*

9.	Aggregate Amount Beneficially Owned by Each Reporting Person   0*
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)   ☐
11.	Percent of Class Represented by Amount in Row (9)   0*
12.	Type of Reporting Person (See Instructions)   PN

* Beneficial ownership percentage is based on an aggregate total of 145,333,328 shares of the Issuer’s Common Stock outstanding as of October 31, 2022, as reported by the Issuer in its Proxy Statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on December 6, 2022.

CUSIP No. 91734E 101

1.	Names of Reporting Persons   StepStone VC General Partner VII, L.P.
2.	Check the Appropriate Box if a Member of a Group (See Instructions)   (a)  ☐        (b)  ☐
3.	SEC Use Only
4.	Citizenship or Place of Organization   Delaware

Number of Shares  Beneficially  Owned by Each Reporting Person With	5.	Sole Voting Power   0
	6.	Shared Voting Power   0*
	7.	Sole Dispositive Power   0
	8.	Shared Dispositive Power   0*

9.	Aggregate Amount Beneficially Owned by Each Reporting Person   0*
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)   ☐
11.	Percent of Class Represented by Amount in Row (9)   0*
12.	Type of Reporting Person (See Instructions)   PN

* Beneficial ownership percentage is based on an aggregate total of 145,333,328 shares of the Issuer’s Common Stock outstanding as of October 31, 2022, as reported by the Issuer in its Proxy Statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on December 6, 2022.

CUSIP No. 91734E 101

1.	Names of Reporting Persons   StepStone VC Opportunities III, L.P.
2.	Check the Appropriate Box if a Member of a Group (See Instructions)   (a)  ☐        (b)  ☐
3.	SEC Use Only
4.	Citizenship or Place of Organization   Delaware

Number of Shares  Beneficially  Owned by Each Reporting Person With	5.	Sole Voting Power   0
	6.	Shared Voting Power   0*
	7.	Sole Dispositive Power   0
	8.	Shared Dispositive Power   0*

9.	Aggregate Amount Beneficially Owned by Each Reporting Person   0*
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)   ☐
11.	Percent of Class Represented by Amount in Row (9)   0%*
12.	Type of Reporting Person (See Instructions)   PN

* Beneficial ownership percentage is based on an aggregate total of 145,333,328 shares of the Issuer’s Common Stock outstanding as of October 31, 2022, as reported by the Issuer in its Proxy Statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on December 6, 2022.

CUSIP No. 91734E 101

1.	Names of Reporting Persons   StepStone VC Opportunities General Partner III, L.P.
2.	Check the Appropriate Box if a Member of a Group (See Instructions)   (a)  ☐        (b)  ☐
3.	SEC Use Only
4.	Citizenship or Place of Organization   Delaware

Number of Shares  Beneficially  Owned by Each Reporting Person With	5.	Sole Voting Power   0
	6.	Shared Voting Power   0*
	7.	Sole Dispositive Power   0
	8.	Shared Dispositive Power   0*

9.	Aggregate Amount Beneficially Owned by Each Reporting Person   0*
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)   ☐
11.	Percent of Class Represented by Amount in Row (9)   0%*
12.	Type of Reporting Person (See Instructions)   PN

CUSIP No. 91734E 101

1.	Names of Reporting Persons   StepStone VC Secondaries Fund III, L.P.
2.	Check the Appropriate Box if a Member of a Group (See Instructions)   (a)  ☐        (b)  ☐
3.	SEC Use Only
4.	Citizenship or Place of Organization   Delaware

Number of Shares  Beneficially  Owned by Each Reporting Person With	5.	Sole Voting Power   0
	6.	Shared Voting Power   0*
	7.	Sole Dispositive Power   0
	8.	Shared Dispositive Power   0*

9.	Aggregate Amount Beneficially Owned by Each Reporting Person   0*
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)   ☐
11.	Percent of Class Represented by Amount in Row (9)   0%*
12.	Type of Reporting Person (See Instructions)   PN

* Beneficial ownership percentage is based on an aggregate total of 145,333,328 shares of the Issuer’s Common Stock outstanding as of October 31, 2022, as reported by the Issuer in its Proxy Statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on December 6, 2022.

CUSIP No. 91734E 101

1.	Names of Reporting Persons   StepStone VC Secondaries General Partner III, L.P.
2.	Check the Appropriate Box if a Member of a Group (See Instructions)   (a)  ☐        (b)  ☐
3.	SEC Use Only
4.	Citizenship or Place of Organization   Delaware

Number of Shares  Beneficially  Owned by Each Reporting Person With	5.	Sole Voting Power   0
	6.	Shared Voting Power   0*
	7.	Sole Dispositive Power   0
	8.	Shared Dispositive Power   0*

9.	Aggregate Amount Beneficially Owned by Each Reporting Person   0*
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)   ☐
11.	Percent of Class Represented by Amount in Row (9)   0%*
12.	Type of Reporting Person (See Instructions)   PN

* Beneficial ownership percentage is based on an aggregate total of 145,333,328 shares of the Issuer’s Common Stock outstanding as of October 31, 2022, as reported by the Issuer in its Proxy Statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on December 6, 2022.

CUSIP No. 91734E 101

1.	Names of Reporting Persons   StepStone VC Secondaries Fund IV, L.P.
2.	Check the Appropriate Box if a Member of a Group (See Instructions)   (a)  ☐        (b)  ☐
3.	SEC Use Only
4.	Citizenship or Place of Organization   Delaware

Number of Shares  Beneficially  Owned by Each Reporting Person With	5.	Sole Voting Power   0
	6.	Shared Voting Power   0*
	7.	Sole Dispositive Power   0
	8.	Shared Dispositive Power   0*

9.	Aggregate Amount Beneficially Owned by Each Reporting Person   0*
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)   ☐
11.	Percent of Class Represented by Amount in Row (9)   0%*
12.	Type of Reporting Person (See Instructions)   PN

* Beneficial ownership percentage is based on an aggregate total of 145,333,328 shares of the Issuer’s Common Stock outstanding as of October 31, 2022, as reported by the Issuer in its Proxy Statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on December 6, 2022.

CUSIP No. 91734E 101

1.	Names of Reporting Persons   StepStone VC Secondaries General Partner IV, L.P.
2.	Check the Appropriate Box if a Member of a Group (See Instructions)   (a)  ☐        (b)  ☐
3.	SEC Use Only
4.	Citizenship or Place of Organization   Delaware

Number of Shares  Beneficially  Owned by Each Reporting Person With	5.	Sole Voting Power   0
	6.	Shared Voting Power   0*
	7.	Sole Dispositive Power   0
	8.	Shared Dispositive Power   0*

9.	Aggregate Amount Beneficially Owned by Each Reporting Person   0*
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)   ☐
11.	Percent of Class Represented by Amount in Row (9)   0%*
12.	Type of Reporting Person (See Instructions)   PN

* Beneficial ownership percentage is based on an aggregate total of 145,333,328 shares of the Issuer’s Common Stock outstanding as of October 31, 2022, as reported by the Issuer in its Proxy Statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on December 6, 2022.

CUSIP No. 91734E 101

1.	Names of Reporting Persons   StepStone IL Special II, L.P.
2.	Check the Appropriate Box if a Member of a Group (See Instructions)   (a)  ☐        (b)  ☐
3.	SEC Use Only
4.	Citizenship or Place of Organization   Delaware

Number of Shares  Beneficially  Owned by Each Reporting Person With	5.	Sole Voting Power   0
	6.	Shared Voting Power   0*
	7.	Sole Dispositive Power   0
	8.	Shared Dispositive Power   0*

9.	Aggregate Amount Beneficially Owned by Each Reporting Person   0*
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)   ☐
11.	Percent of Class Represented by Amount in Row (9)   0%*
12.	Type of Reporting Person (See Instructions)   PN

CUSIP No. 91734E 101

1.	Names of Reporting Persons   StepStone VC IL GP II, LLC
2.	Check the Appropriate Box if a Member of a Group (See Instructions)   (a)  ☐        (b)  ☐
3.	SEC Use Only
4.	Citizenship or Place of Organization   Delaware

Number of Shares  Beneficially  Owned by Each Reporting Person With	5.	Sole Voting Power   0
	6.	Shared Voting Power   0*
	7.	Sole Dispositive Power   0
	8.	Shared Dispositive Power   0*

9.	Aggregate Amount Beneficially Owned by Each Reporting Person   0*
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)   ☐
11.	Percent of Class Represented by Amount in Row (9)   0%*
12.	Type of Reporting Person (See Instructions)   PN

EXPLANATORY NOTE

This Amendment No. 2 amends the statement on Schedule 13G originally filed on June 21, 2022 and subsequently amended on November 15, 2022.

Item 1.

(a) Name of Issuer:

UserTesting, Inc. (the “Issuer”)

(b) Address of Issuer’s Principal Executive Offices:

144 Townsend Street, San Francisco, CA 94107

Item 2.

(a) Name of Persons Filing:

The name of the persons filing this report (the “Reporting Persons”) are:

(i) StepStone Group LP (“StepStone”);

(ii) StepStone VC Global Partners, VII-A, L.P. (“Global Partners VII-A”);

(iii) StepStone VC Global Partners VII-C, L.P. (“Global Partners VII-C”)

(iv) StepStone VC General Partner VII, L.P. (“Partners VII GP”);

(v) StepStone VC Opportunities III, L.P. (“Opportunities III”);

(vi) StepStone VC Opportunities General Partner III, L.P. (“Opportunities III GP”);

(vii) StepStone VC Secondaries Fund III, L.P. (“Secondaries Fund III”);

(viii) StepStone VC Secondaries General Partner III, L.P. (“Secondaries III GP”);

(ix) StepStone VC Secondaries Fund IV, L.P. (“Secondaries Fund IV”);

(x) StepStone VC Secondaries General Partner IV, L.P. (“Secondaries IV GP”);

(xi) StepStone IL Special II, L.P. (“IL Special,” and together with Global Partners VII-A, Global Partners VII-C, Opportunities III, Secondaries Fund III, and Secondaries Fund IV, the “Funds”); and

(xii) StepStone VC IL GP II, LLC (“IL Special GP”).

Partners VII GP is the general partner of Global Partners VII-A and Global Partners VII-C, Opportunities III GP is the general partner of Opportunities III, Secondaries III GP is the general partner of Secondaries Fund III, Secondaries IV GP is the general partner of Secondaries Fund IV, and IL Special GP is the general partner of IL Special. StepStone is the investment manager of the Funds. StepStone Group Holdings LLC (“StepStone Group Holdings”) is the general partner of StepStone, and StepStone Group Inc. is the sole managing member of StepStone Group Holdings.

(b) Address of Principal Business Office or, if none, Residence:

For each of the StepStone Entities:

4225 Executive Square, Suite 1600

La Jolla, CA 90237

(c) Citizenship:

Other than Partners VII GP, each of the Reporting Persons are limited partnerships organized under the laws of the State of Delaware. Partners VII GP is a limited partnership organized under the laws of the Cayman Islands.

(d) Title of Class of Securities:

Common Stock, par value $0.0001 per share (“Common Stock”).

(e) CUSIP Number:

91734E 101

Item 3. If this statement is filed pursuant to §§ 240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a:

Not applicable

Item 4. Ownership.

Amount beneficially owned:

The information required by this item with respect to each Reporting Person is set forth in Rows 5 through 9 and 11 of the cover page to this Schedule 13. The percent of class is calculated based on an aggregate total of 145,333,328 shares of the Issuer’s Common Stock outstanding as of October 31, 2022, as reported by the Issuer in its Proxy Statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on December 6, 2022

Item 5. Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following  ☒.

Item 6. Ownership of More than Five Percent on Behalf of Another Person.

Not applicable.

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

Not applicable.

Item 8. Identification and Classification of Members of the Group.

Not applicable.

Item 9. Notice of Dissolution of Group.

Not applicable.

Item 10. Certifications.

Not applicable.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: January 17, 2023

STEPSTONE GROUP LP
By: StepStone Group Holdings LLC, its general partner
By:	/s/ Jennifer Y. Ishiguro
	Jennifer Y. Ishiguro
	Chief Legal Officer & Secretary
STEPSTONE VC GLOBAL PARTNERS VII-A, L.P.
By: StepStone Group LP, its investment manager
By: StepStone Group Holdings LLC, its general partner
By:	/s/ Jennifer Y. Ishiguro
	Jennifer Y. Ishiguro
	Chief Legal Officer & Secretary

STEPSTONE VC GLOBAL PARTNERS VII-C, L.P.
By: StepStone Group LP, its investment manager
By: StepStone Group Holdings LLC, its general partner
By:	/s/ Jennifer Y. Ishiguro
	Jennifer Y. Ishiguro
	Chief Legal Officer & Secretary
STEPSTONE VC GENERAL PARTNER VII, L.P.
By: StepStone Group LP, its investment manager
By: StepStone Group Holdings LLC, its general partner
By:	/s/ Jennifer Y. Ishiguro
	Jennifer Y. Ishiguro
	Chief Legal Officer & Secretary
STEPSTONE VC OPPORTUNITIES GENERAL PARTNER III, L.P.
By: StepStone Group LP, its investment manager
By: StepStone Group Holdings LLC, its general partner
By:	/s/ Jennifer Y. Ishiguro
	Jennifer Y. Ishiguro
	Chief Legal Officer & Secretary

STEPSTONE VC SECONDARIES FUND III, L.P.
By: StepStone Group LP, its investment manager
By: StepStone Group Holdings LLC, its general partner
By:	/s/ Jennifer Y. Ishiguro
	Jennifer Y. Ishiguro
	Chief Legal Officer & Secretary
STEPSTONE VC SECONDARIES FUND IV, L.P.
By: StepStone Group LP, its investment manager
By: StepStone Group Holdings LLC, its general partner
By:	/s/ Jennifer Y. Ishiguro
	Jennifer Y. Ishiguro
	Chief Legal Officer & Secretary
STEPSTONE VC SECONDARIES GENERAL PARTNER IV, L.P.
By: StepStone Group LP, its investment manager
By: StepStone Group Holdings LLC, its general partner
By:	/s/ Jennifer Y. Ishiguro
	Jennifer Y. Ishiguro
	Chief Legal Officer & Secretary
STEPSTONE IL SPECIAL II, L.P.
By: StepStone Group LP, its investment manager
By: StepStone Group Holdings LLC, its general partner
By:	/s/ Jennifer Y. Ishiguro
	Jennifer Y. Ishiguro
	Chief Legal Officer & Secretary
STEPSTONE VC IL GP II, LLC
By: StepStone Group LP, its investment manager
By: StepStone Group Holdings LLC, its general partner
By:	/s/ Jennifer Y. Ishiguro
	Jennifer Y. Ishiguro
	Chief Legal Officer & Secretary