0001209191-23-003334.txt : 20230113 0001209191-23-003334.hdr.sgml : 20230113 20230113181353 ACCESSION NUMBER: 0001209191-23-003334 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230112 FILED AS OF DATE: 20230113 DATE AS OF CHANGE: 20230113 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Accel Growth Fund III Associates L.L.C. CENTRAL INDEX KEY: 0001601529 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41049 FILM NUMBER: 23529840 BUSINESS ADDRESS: STREET 1: 428 UNIVERSITY AVENUE CITY: PALO ALTO STATE: CA ZIP: 94301 BUSINESS PHONE: (650) 614-4800 MAIL ADDRESS: STREET 1: 428 UNIVERSITY AVENUE CITY: PALO ALTO STATE: CA ZIP: 94301 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Accel Growth Fund III L.P. CENTRAL INDEX KEY: 0001601528 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41049 FILM NUMBER: 23529839 BUSINESS ADDRESS: STREET 1: 428 UNIVERSITY AVENUE CITY: PALO ALTO STATE: CA ZIP: 94301 BUSINESS PHONE: (650) 614-4800 MAIL ADDRESS: STREET 1: 428 UNIVERSITY AVENUE CITY: PALO ALTO STATE: CA ZIP: 94301 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Accel Growth Fund Investors 2014 L.L.C. CENTRAL INDEX KEY: 0001630897 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41049 FILM NUMBER: 23529837 BUSINESS ADDRESS: STREET 1: 428 UNIVERSITY AVE CITY: PALO ALTO STATE: CA ZIP: 94301 BUSINESS PHONE: 650-614-4800 MAIL ADDRESS: STREET 1: 428 UNIVERSITY AVE CITY: PALO ALTO STATE: CA ZIP: 94301 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Accel Growth Fund III Strategic Partners L.P. CENTRAL INDEX KEY: 0001605863 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41049 FILM NUMBER: 23529838 BUSINESS ADDRESS: STREET 1: 428 UNIVERSITY AVENUE CITY: PALO ALTO STATE: CA ZIP: 94301 BUSINESS PHONE: 650-614-4800 MAIL ADDRESS: STREET 1: 428 UNIVERSITY AVENUE CITY: PALO ALTO STATE: CA ZIP: 94301 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 doc4.xml FORM 4 SUBMISSION X0306 4 2023-01-12 1 0001557127 UserTesting, Inc. USER 0001601529 Accel Growth Fund III Associates L.L.C. 500 UNIVERSITY AVENUE PALO ALTO CA 94301 0 0 1 0 0001601528 Accel Growth Fund III L.P. 500 UNIVERSITY AVENUE PALO ALTO CA 94301 0 0 1 0 0001605863 Accel Growth Fund III Strategic Partners L.P. 500 UNIVERSITY AVENUE PALO ALTO CA 94301 0 0 1 0 0001630897 Accel Growth Fund Investors 2014 L.L.C. 500 UNIVERSITY AVENUE PALO ALTO CA 94301 0 0 1 0 Common Stock 2023-01-12 4 D 0 26727498 D 0 I By Accel Growth Fund III L.P. Common Stock 2023-01-12 4 D 0 1261825 D 0 I By Accel Growth Fund III Strategic Partners L.P. Common Stock 2023-01-12 4 D 0 1770718 D 0 I By Accel Growth Fund Investors 2014 L.L.C. 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. 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 the beneficial owner of such securities for purposes of Section 16 or any other purpose. 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 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. 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. /s/ TRACY L. SEDLOCK, as attorney-in-fact for Accel Growth Fund III Associates L.L.C. 2023-01-13 /s/ TRACY L. SEDLOCK, as attorney-in-fact for Accel Growth Fund III L.P. 2023-01-13 /s/ TRACY L. SEDLOCK, as attorney-in-fact for Accel Growth Fund III Strategic Partners L.P. 2023-01-13 /s/ TRACY L. SEDLOCK, as attorney-in-fact for Accel Growth Fund Investors 2014 L.L.C. 2023-01-13