Form Type: 4

SEC EDGAR Link
Accession Number:0001209191-23-003334
Date:2023-01-12
Issuer: USERTESTING, INC. (USER)
Original Submission Date:

Reporting Person:

ACCEL GROWTH FUND III ASSOCIATES L.L.C.
500 UNIVERSITY AVENUE
PALO ALTO, CA 94301

Reporting Person:

ACCEL GROWTH FUND III L.P.
500 UNIVERSITY AVENUE
PALO ALTO, CA 94301

Reporting Person:

ACCEL GROWTH FUND III STRATEGIC PARTNERS L.P.
500 UNIVERSITY AVENUE
PALO ALTO, CA 94301

Reporting Person:

ACCEL GROWTH FUND INVESTORS 2014 L.L.C.
500 UNIVERSITY AVENUE
PALO ALTO, CA 94301

Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
Title of SecurityTransaction Date2a. Deemed Execution Date Transaction CodeSharesAcquired or DisposedPrice per share 5. Amount of Securities Beneficially Owned Following Reported Transaction 6. Ownership Form Direct or IndirectNature of Indirect Ownership
COMMON STOCK 2023-01-12 D 26,727,498 d $0.00 0 indirect
COMMON STOCK 2023-01-12 D 1,261,825 d $0.00 0 indirect
COMMON STOCK 2023-01-12 D 1,770,718 d $0.00 0 indirect
Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, convertible securities
Title of Derivative Security Conversion or Exercise Price of Derivative Security Transaction Date Deemed Execution Date Transaction Code Number of Derivative Securities Acquired (A) or Disposed of (D) Date ExercisableExpiration Date Title and Amount of Securities Underlying Derivative Security Price of Derivative Security Number of derivative Securities Beneficially Owned Following Reported Transaction(s) Ownership Form: Direct (D) or Indirect (I) Nature of Indirect Beneficial Ownership
Footnotes
IDfootnote
f1 on october 26, 2022, usertesting, inc., a delaware corporation (the "issuer" or 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 (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 (the "merger consideration"), less any applicable withholding taxes.
f2 the reported securities are held by the accel growth fund iii l.p. ("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. andrew braccia, sameer gandhi, ping li, tracy sedlock, ryan sweeney and richard wong are the managing members 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. each of accel growth associates and each such individual disclaims beneficial ownership over the securities held by accel iii except to the extent of its or such individual's pecuniary interest therein, if any, and this report shall not be deemed an admission that such entity or individual is thebeneficial owner of such securities for purposes of section 16 or any other purpose.
f3 the reported securities are held by the accel growth fund iii strategic partners l.p. ("accel iii partners"). accel growth associates has sole voting and dispositive power with regard to the securities held by accel iii partners. andrew braccia, sameer gandhi, ping li, tracy sedlock, ryan sweeney and richard wong are the managing members 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. each of accel growth associates and each such individual disclaims beneficial ownership over the securities held by accel iii partners except to the extent of its or such individual's pecuniary interesttherein, if any, and this report shall not be deemed an admission that such entity or individual is the beneficial owner of such securities for purposes of section 16 or any other purpose.
f4 the reported securities are held by accel growth fund investors 2014 l.l.c. ("accel 2014"). andrew braccia, sameer gandhi, ping li, tracy sedlock, ryan sweeney and richard wong are the managing members of accel 2014 and therefore may be deemed to share voting and dispositive power with regard to the securities held by accel 2014. each of such individuals disclaims beneficial ownership over the securities held by accel 2014 except to the extent of such individual's pecuniary interest therein, if any, and this report shall not be deemed an admission that such entity or individual is the beneficial owner of such securities for purposes of section 16 or any other purpose.
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