SEC FORM 4

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

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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^*

Accel Growth Fund III Associates L.L.C.

(Last)

(First)

(Middle)

500 UNIVERSITY AVENUE

(Street)

PALO ALTO

94301

(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)

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)

	Form filed by One Reporting Person
X	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 L.L.C.⁽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 L.L.C.⁽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 L.L.C.⁽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 L.L.C.⁽⁴⁾

1. Name and Address of Reporting Person^*

Accel Growth Fund III Associates L.L.C.

(Last)

(First)

(Middle)

500 UNIVERSITY AVENUE

(Street)

PALO ALTO

94301

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Accel Growth Fund III L.P.

(Last)

(First)

(Middle)

500 UNIVERSITY AVENUE

(Street)

PALO ALTO

94301

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Accel Growth Fund III Strategic Partners L.P.

(Last)

(First)

(Middle)

500 UNIVERSITY AVENUE

(Street)

PALO ALTO

94301

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Accel Growth Fund Investors 2014 L.L.C.

(Last)

(First)

(Middle)

500 UNIVERSITY AVENUE

(Street)

PALO ALTO

94301

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

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 Stockautomatically converted into one (1) share of the Issuer's Common Stock, for no additional consideration, immediately prior to the closing of theIssuer'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 GrowthAssociates") is the general partner of Accel III. Accel Growth Associates has sole voting and dispositive power with regard to the securities heldby Accel III. Andrew Braccia, Sameer Gandhi, Ping Li, Tracy Sedlock, Ryan Sweeney and Richard Wong are the managing members of AccelGrowth Associates and therefore may be deemed to also share voting and dispositive power with regard to the securities held by Accel III. Eachof Accel Growth Associates and each such individual disclaims beneficial ownership over the securities held by Accel III except to the extent ofits 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.

3. The reported securities are held by the Accel Growth Fund III Strategic Partners LP ("Accel III Partners"). Accel Growth Associates has solevoting 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 votingand dispositive power with regard to the securities held by Accel III Partners. Each of Accel Growth Associates and each such individualdisclaims 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 forpurposes of Section 16 or any other purpose.

4. The reported securities are held by Accel Growth Fund Investors 2014 L.L.C. ("Accel 2014"). Andrew Braccia, Sameer Gandhi, Ping Li, TracySedlock, Ryan Sweeney and Richard Wong are the managing members of Accel 2014 and therefore may be deemed to share voting anddispositive power with regard to the securities held by Accel 2014. Each of such individuals disclaims beneficial ownership over the securitiesheld by Accel 2014 except to the extent of such individual's pecuniary interest therein, if any, and this report shall not be deemed an admissionthat such entity or individual is the beneficial owner of such securities for purposes of Section 16 or any other purpose.

Remarks:

	/s/ TRACY L. SEDLOCK, as attorney-in-fact for Accel Growth Fund III LP	11/22/2021
	/s/ TRACY L. SEDLOCK, as attorney-in-fact for Accel Growth Fund III Strategic Partners LP	11/22/2021
	/s/ TRACY L. SEDLOCK, as attorney-in-fact for Accel Growth Fund Investors 2014 L.L.C.	11/22/2021
	/s/ TRACY L. SEDLOCK, as attorney-in-fact for Accel Growth Fund III Associates L.L.C.	11/22/2021
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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