November 12, 2021
VIA EDGAR
Securities and Exchange Commission | ||||||||
Division of Corporation Finance | ||||||||
100 F Street, N.E. | ||||||||
Washington, D.C. 20549-3720 | ||||||||
Attention: | Amanda Kim | |||||||
Stephen Krikorian | ||||||||
Edwin Kim | ||||||||
Larry Spirgel |
Re: | UserTesting, Inc. | ||||||||||||||||
Registration Statement on Form S-1 | |||||||||||||||||
(File No. 333-260224) | |||||||||||||||||
Acceleration Request | |||||||||||||||||
Requested Date: | Tuesday, November 16, 2021 | ||||||||||||||||
Requested Time: | 4:00 P.M. Eastern Time |
Ladies and Gentlemen:
In accordance with Rule 461 of the Securities Act of 1933, as amended (the “Securities Act”), we, as representatives of the several underwriters (the “Representatives”), hereby join in the request of UserTesting, Inc., a Delaware corporation (the “Registrant”), that the effectiveness of the above-captioned Registration Statement, as amended, be accelerated to 4:00 P.M. Eastern Time on November 16, 2021, or as soon thereafter as practicable, or at such other time as the Registrant or its outside counsel, Fenwick & West LLP, request by telephone that such Registration Statement be declared effective.
Pursuant to Rule 460 under the Securities Act, we, as the Representatives, wish to advise you that between November 8, 2021 through the date hereof, approximately 1,540 copies of the Preliminary Prospectus of the Registrant, dated November 8, 2021, were distributed to prospective underwriters, dealers, institutional and other investors and others.
We, the undersigned Representatives, have and will, and we have been informed by the participating underwriters that they have and will, comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended, in connection with the proposed offering.
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Very truly yours, | |||||
Acting severally on behalf of themselves and the several underwriters | |||||
MORGAN STANLEY & CO. LLC | |||||
J.P. MORGAN SECURITIES LLC | |||||
MORGAN STANLEY & CO. LLC | |||||
By: | /s/ Mitzi Madrid Diaz | ||||
Name: | Mitzi Madrid Diaz | ||||
Title: | Vice President | ||||
J.P. MORGAN SECURITIES LLC | |||||
By: | /s/ Nicole Su | ||||
Name: | Nicole Su | ||||
Title: | Vice President |
[Signature Page to Underwriters’ Acceleration Request Letter]