0001567619-22-004794.txt : 20220216 0001567619-22-004794.hdr.sgml : 20220216 20220216202137 ACCESSION NUMBER: 0001567619-22-004794 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20220214 FILED AS OF DATE: 20220216 DATE AS OF CHANGE: 20220216 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Insight Holdings Group, LLC CENTRAL INDEX KEY: 0001305473 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41049 FILM NUMBER: 22645328 BUSINESS ADDRESS: STREET 1: 1114 AVENUE OF THE AMERICAS, 36TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 212-230-9200 MAIL ADDRESS: STREET 1: 1114 AVENUE OF THE AMERICAS, 36TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Insight Partners (EU) XI, S.C.Sp CENTRAL INDEX KEY: 0001792450 STATE OF INCORPORATION: N4 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41049 FILM NUMBER: 22645322 BUSINESS ADDRESS: STREET 1: 15, BOULEVARD F.W. RAIFFEISEN CITY: LUXEMBOURG STATE: N4 ZIP: L-2411 BUSINESS PHONE: 212) 230-9200 MAIL ADDRESS: STREET 1: 15, BOULEVARD F.W. RAIFFEISEN CITY: LUXEMBOURG STATE: N4 ZIP: L-2411 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Insight Partners (Delaware) XI, L.P. CENTRAL INDEX KEY: 0001792443 STATE OF INCORPORATION: E9 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41049 FILM NUMBER: 22645323 BUSINESS ADDRESS: STREET 1: 11114 AVENUE OF THE AMERICAS, 36TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 212) 230-9200 MAIL ADDRESS: STREET 1: 11114 AVENUE OF THE AMERICAS, 36TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Insight Partners XI (Co-Investors), L.P. CENTRAL INDEX KEY: 0001792448 STATE OF INCORPORATION: E9 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41049 FILM NUMBER: 22645320 BUSINESS ADDRESS: STREET 1: !BOX 309, UGLAND HOUSE CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1 104 BUSINESS PHONE: 212) 230-9200 MAIL ADDRESS: STREET 1: !BOX 309, UGLAND HOUSE CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1 104 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Insight Partners (Cayman) XI, L.P. CENTRAL INDEX KEY: 0001792449 STATE OF INCORPORATION: E9 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41049 FILM NUMBER: 22645324 BUSINESS ADDRESS: STREET 1: BOX 309, UGLAND HOUSE CITY: !GRAND CAYMAN STATE: E9 ZIP: KY1-1104 BUSINESS PHONE: (212) 230-9200 MAIL ADDRESS: STREET 1: BOX 309, UGLAND HOUSE CITY: !GRAND CAYMAN STATE: E9 ZIP: KY1-1104 FORMER NAME: FORMER CONFORMED NAME: insight Partners (Cayman) XI, L.P. DATE OF NAME CHANGE: 20191028 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Insight Associates XI, L.P. CENTRAL INDEX KEY: 0001871148 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41049 FILM NUMBER: 22645327 BUSINESS ADDRESS: STREET 1: 1114 AVENUE OF THE AMERICAS 36TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 212-230-9200 MAIL ADDRESS: STREET 1: 1114 AVENUE OF THE AMERICAS 36TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Insight Partners XI, L.P. CENTRAL INDEX KEY: 0001792490 STATE OF INCORPORATION: E9 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41049 FILM NUMBER: 22645319 BUSINESS ADDRESS: STREET 1: BOX 309, UGLAND HOUSE CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1104 BUSINESS PHONE: 212) 230-9200 MAIL ADDRESS: STREET 1: BOX 309, UGLAND HOUSE CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1104 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Insight Partners XI (Co-Investors) (B), L.P. CENTRAL INDEX KEY: 0001800644 STATE OF INCORPORATION: E9 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41049 FILM NUMBER: 22645321 BUSINESS ADDRESS: STREET 1: BOX 309, UGLAND HOUSE CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1104 BUSINESS PHONE: (212) 230-9200 MAIL ADDRESS: STREET 1: BOX 309, UGLAND HOUSE CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1104 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Insight Associates (EU) XI, SARL CENTRAL INDEX KEY: 0001870996 STATE OF INCORPORATION: N4 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41049 FILM NUMBER: 22645325 BUSINESS ADDRESS: STREET 1: 1114 AVENUE OF THE AMERICAS, 36 FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 212-230-9200 MAIL ADDRESS: STREET 1: 1114 AVENUE OF THE AMERICAS, 36 FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Insight Associates XI, Ltd. CENTRAL INDEX KEY: 0001871124 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41049 FILM NUMBER: 22645326 BUSINESS ADDRESS: STREET 1: 1114 AVENUE OF THE AMERICAS 36TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 212-230-9200 MAIL ADDRESS: STREET 1: 1114 AVENUE OF THE AMERICAS 36TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: UserTesting, Inc. CENTRAL INDEX KEY: 0001557127 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 260339214 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 144 TOWNSEND STREET CITY: SAN FRANCISCO STATE: CA ZIP: 94107 BUSINESS PHONE: (650) 567-5616 MAIL ADDRESS: STREET 1: 144 TOWNSEND STREET CITY: SAN FRANCISCO STATE: CA ZIP: 94107 FORMER COMPANY: FORMER CONFORMED NAME: User Testing, Inc. DATE OF NAME CHANGE: 20120828 4 1 doc1.xml FORM 4 X0306 4 2022-02-14 0 0001557127 UserTesting, Inc. USER 0001305473 Insight Holdings Group, LLC C/O INSIGHT PARTNERS 1114 AVENUE OF THE AMERICAS, 36TH FLOOR NEW YORK NY 10036 0 0 1 0 0001871148 Insight Associates XI, L.P. C/O INSIGHT PARTNERS 1114 AVENUE OF THE AMERICAS, 36TH FLOOR NEW YORK NY 10036 0 0 1 0 0001871124 Insight Associates XI, Ltd. C/O INSIGHT PARTNERS 1114 AVENUE OF THE AMERICAS, 36TH FLOOR NEW YORK NY 10036 0 0 1 0 0001870996 Insight Associates (EU) XI, SARL C/O INSIGHT PARTNERS 1114 AVENUE OF THE AMERICAS, 36TH FLOOR NEW YORK NY 10036 0 0 1 0 0001792449 Insight Partners (Cayman) XI, L.P. C/O INSIGHT PARTNERS 1114 AVENUE OF THE AMERICAS, 36TH FLOOR NEW YORK NY 10036 0 0 1 0 0001792443 Insight Partners (Delaware) XI, L.P. C/O INSIGHT PARTNERS 1114 AVENUE OF THE AMERICAS, 36TH FLOOR NEW YORK NY 10036 0 0 1 0 0001792450 Insight Partners (EU) XI, S.C.Sp C/O INSIGHT PARTNERS 1114 AVENUE OF THE AMERICAS, 36TH FLOOR NEW YORK NY 10036 0 0 1 0 0001800644 Insight Partners XI (Co-Investors) (B), L.P. C/O INSIGHT PARTNERS 1114 AVENUE OF THE AMERICAS, 36TH FLOOR NEW YORK NY 10036 0 0 1 0 0001792448 Insight Partners XI (Co-Investors), L.P. C/O INSIGHT PARTNERS 1114 AVENUE OF THE AMERICAS, 36TH FLOOR NEW YORK NY 10036 0 0 1 0 0001792490 Insight Partners XI, L.P. C/O INSIGHT PARTNERS 1114 AVENUE OF THE AMERICAS, 36TH FLOOR NEW YORK NY 10036 0 0 1 0 Common Stock 2022-02-14 4 P 0 2293 8.8226 A 11078398 I See footnote Common Stock 2022-02-14 4 P 0 293 8.8226 A 1414518 I See footnote Common Stock 2022-02-14 4 P 0 272 8.8226 A 1313973 I See footnote Common Stock 2022-02-14 4 P 0 48 8.8226 A 232083 I See footnote Common Stock 2022-02-14 4 P 0 35 8.8226 A 168387 I See footnote Common Stock 2022-02-14 4 P 0 2094 8.8226 A 10112173 I See footnote Common Stock 2022-02-15 4 P 0 16096 9.3792 A 11094494 I See footnote Common Stock 2022-02-15 4 P 0 2055 9.3792 A 1416573 I See footnote Common Stock 2022-02-15 4 P 0 1909 9.3792 A 1315882 I See footnote Common Stock 2022-02-15 4 P 0 337 9.3792 A 232420 I See footnote Common Stock 2022-02-15 4 P 0 245 9.3792 A 168632 I See footnote Common Stock 2022-02-15 4 P 0 14692 9.3792 A 10126865 I See footnote Common Stock 2022-02-16 4 P 0 22834 9.2023 A 11117328 I See footnote Common Stock 2022-02-16 4 P 0 2916 9.2023 A 1419489 I See footnote Common Stock 2022-02-16 4 P 0 2708 9.2023 A 1318590 I See footnote Common Stock 2022-02-16 4 P 0 478 9.2023 A 232898 I See footnote Common Stock 2022-02-16 4 P 0 347 9.2023 A 168979 I See footnote Common Stock 2022-02-16 4 P 0 20843 9.2023 A 10147708 I See footnote See Exhibit 99.1 See Exhibit 99.1 See Exhibit 99.1 See Exhibit 99.1 See Exhibit 99.1 See Exhibit 99.1 See Exhibit 99.1 See Exhibit 99.1 See Exhibit 99.1 Exhibit List ------------ Exhibit 99.1 - Explanation of Responses Exhibit 99.2 - Joint Filers' Signatures Exhibit 99.3 - Joint Filer Information Insight Holdings Group, LLC, by /s/ Andrew Prodromos, its Authorized Attorney 2022-02-16 EX-99.1 2 i50776936a.htm EXPLANATION OF RESPONSES
EXPLANATION OF RESPONSES
(1)
Held directly by Insight Partners (Cayman) XI, L.P.
(2)
Held directly by Insight Partners (Delaware) XI, L.P.
(3)
Held directly by Insight Partners (EU) XI, S.C.Sp.
(4)
Held directly by Insight Partners XI (Co-Investors) (B), L.P.
(5)
Held directly by Insight Partners XI (Co-Investors), L.P.
(6)
Held directly by Insight Partners XI, L.P.
(7)
The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $8.75 to $9.00, inclusive. The reporting persons undertake to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in footnotes (7), (8) and (9).
(8)
The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $9.24 to $9.50, inclusive. The reporting persons undertake to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in footnotes (7), (8) and (9).
(9)
The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $8.97 to $9.41, inclusive. The reporting persons undertake to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in footnotes (7), (8) and (9).


EX-99.2 3 i50776936b.htm JOINT FILERS' SIGNATURES
JOINT FILERS’ SIGNATURES


INSIGHT HOLDINGS GROUP, LLC
  
   
   
By:
/s/Andrew Prodromos                        
Date:  2/16/22        
Name:
Andrew Prodromos
  
Title:
Attorney-in-Fact
  
   
   
   
INSIGHT ASSOCIATES XI, LTD.
  
   
   
By:
/s/Andrew Prodromos                        
Date:  2/16/22        
Name:
Andrew Prodromos
  
Title:
Authorized Officer
  
   
   
   
INSIGHT ASSOCIATES XI, L.P.
  
By: Insight Associates XI, Ltd., its general partner
  
   
   
By:
/s/Andrew Prodromos                        
Date:  2/16/22        
Name:
Andrew Prodromos
  
Title:
Authorized Officer
  
   
   
   
INSIGHT ASSOCIATES (EU) XI, S.A.R.L.
  
   
   
By:
/s/Andrew Prodromos                        
Date:  2/16/22        
Name:
Andrew Prodromos
  
Title:
Authorized Officer
  
   
   
   
INSIGHT PARTNERS (CAYMAN) XI, L.P.
By:   Insight Associates XI, L.P., its general partner
  
By:   Insight Associates XI, Ltd. its general partner
  
   
   
By:
/s/Andrew Prodromos                        
Date:  2/16/22        
Name:
Andrew Prodromos
  
Title:
Authorized Officer
  
   
   
   
INSIGHT PARTNERS (DELAWARE) XI, L.P.
  
By:   Insight Associates XI, L.P., its general partner
  
By:   Insight Associates XI, Ltd. its general partner
  
   
   
By:
/s/Andrew Prodromos                        
Date:  2/16/22        
Name:
Andrew Prodromos
  
Title:
Authorized Officer
  
   
   
   


INSIGHT PARTNERS (EU) XI, S.C.SP.
  
By:   Insight Associates (EU) XI, S.a.r.l., its general partner
  
   
   
By:
/s/Andrew Prodromos                       
Date:  2/16/22        
Name:
Andrew Prodromos
  
Title:
Authorized Officer
  
   
   
   
INSIGHT PARTNERS XI (CO-INVESTORS) (B), L.P.
  
By:   Insight Associates XI, L.P., its general partner
  
By:   Insight Associates XI, Ltd. its general partner
  
   
   
By:
/s/Andrew Prodromos                        
Date:  2/16/22        
Name:
Andrew Prodromos
  
Title:
Authorized Officer
  
   
   
   
INSIGHT PARTNERS XI (CO-INVESTORS), L.P.
  
By:   Insight Associates XI, L.P., its general partner
  
By:   Insight Associates XI, Ltd. its general partner
  
   
   
By:
/s/Andrew Prodromos                        
Date:  2/16/22          
Name:
Andrew Prodromos
  
Title:
Authorized Officer
  
   
   
   
INSIGHT PARTNERS XI, L.P.
  
By:   Insight Associates XI, L.P., its general partner
  
By:   Insight Associates XI, Ltd. its general partner
  
   
   
By:
/s/Andrew Prodromos                        
Date:  2/16/22        
Name:
Andrew Prodromos
  
Title:
Authorized Officer
  
   
EX-99.3 4 i50776936c.htm JOINT FILER INFORMATION
JOINT FILER INFORMATION
11,117,328 shares of Common Stock of the Issuer (“Shares”) are held of record by Insight Partners (Cayman) XI, L.P. (“Cayman XI”), 1,419,489 Shares are held of record by Insight Partners (Delaware) XI, L.P. (“Delaware XI”), 1,318,590 Shares are held of record by Insight Partners (EU) XI, S.C.Sp. (“EU XI”), 232,898 Shares are held of record by Insight Partners XI (Co-Investors) (B), L.P. (“Co-Investors XI B”), 168,979 Shares are held of record by Insight Partners XI (Co-Investors), L.P. (“Co-Investors XI”), and 10,147,708 Shares are held of record by Insight Partners XI, L.P. (“IP XI” and, together with Cayman XI, Delaware XI, Co-Investors XI B and Co-Investors XI, the “Fund XI Entities” and with EU XI, the “XI Funds”).
The amounts listed as owned by each Fund XI Entity may be deemed to be attributable to each of the other Fund XI Entities, Insight Associates XI, L.P. (“IA XI LP”), Insight Associates XI, Ltd. (“IA XI Ltd”) and Insight Holdings Group, LLC (“Holdings”) because Holdings is the sole shareholder of IA XI Ltd, which in turn is the general partner of IA XI LP, which in turn is the general partner of each of the Fund XI Entities. The amounts listed as owned by EU XI may be deemed to be attributable to Insight Associates (EU) XI, S.a.r.l. (“IA EU XI”) and Holdings because Holdings is the sole shareholder of IA EU XI, which in turn is the general partner of EU XI.
Each of Jeffrey Horing, Deven Parekh, Michael Triplett, and Jeffrey Lieberman is a member of the board of managers of Holdings and as such shares voting and dispositive power over the Shares held of record by the XI Funds. The foregoing is not an admission by IA XI LP, IA XI Ltd, IA EU XI or Holdings that it is the beneficial owner of the shares held of record by the XI Funds. Each of Messrs. Horing, Parekh, Triplett and Lieberman disclaims beneficial ownership of the shares held by the XI Funds, except to the extent of his pecuniary interest therein, if any.
The address of each of the entities and persons identified in this Exhibit 99.3 is c/o Insight Partners, 1114 Avenue of the Americas, 36th Floor, New York, New York 10036.