UserTesting Form 4 / Andrew Braccia ownership change

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Braccia Andrew

(Last)

(First)

(Middle)

144 TOWNSEND STREET

(Street)

SAN FRANCISCO

94107

(City)

(State)

(Zip)

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)

3. Date of Earliest Transaction (Month/Day/Year)
11/19/2021

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
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⁾

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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⁾	⁽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⁾

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.

Remarks:

	/s/ Ambyr O'Donnell as attorney-in-fact for Andrew Braccia	11/22/2021
	** 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 4 (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.

UserTesting (USER) Form 4UserTesting / Andrew Braccia ownership change