0001628280-21-023612.txt : 20211116 0001628280-21-023612.hdr.sgml : 20211116 20211116183235 ACCESSION NUMBER: 0001628280-21-023612 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20211116 FILED AS OF DATE: 20211116 DATE AS OF CHANGE: 20211116 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: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41049 FILM NUMBER: 211417768 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: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41049 FILM NUMBER: 211417769 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: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41049 FILM NUMBER: 211417770 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: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41049 FILM NUMBER: 211417771 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 3 1 wf-form3_163710552837647.xml FORM 3 X0206 3 2021-11-16 0 0001557127 UserTesting, Inc. USER 0001601529 Accel Growth Fund III Associates L.L.C. 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 0001601528 Accel Growth Fund III L.P. 500 UNIVERSITY AVENUE PALO ALTO CA 94301 0 0 1 0 Series C Convertible Preferred Stock Common Stock 17679037.0 I By Accel Growth Fund III LP Series D Convertible Preferred Stock Common Stock 2475925.0 I By Accel Growth Fund III LP Series E Convertible Preferred Stock Common Stock 2585433.0 I By Accel Growth Fund III LP Series F Convertible Preferred Stock Common Stock 3987103.0 I By Accel Growth Fund III LP Series C Convertible Preferred Stock Common Stock 834640.0 I By Accel Growth Fund III Strategic Partners LP Series D Convertible Preferred Stock Common Stock 116891.0 I By Accel Growth Fund III Strategic Partners LP Series E Convertible Preferred Stock Common Stock 122060.0 I By Accel Growth Fund III Strategic Partners LP Series F Convertible Preferred Stock Common Stock 188234.0 I By Accel Growth Fund III Strategic Partners LP Series C Convertible Preferred Stock Common Stock 1171254.0 I By Accel Growth Fund Investors 2014 L.L.C. Series D Convertible Preferred Stock Common Stock 164028.0 I By Accel Growth Fund Investors 2014 L.L.C. Series E Convertible Preferred Stock Common Stock 171287.0 I By Accel Growth Fund Investors 2014 L.L.C. Series F Convertible Preferred Stock Common Stock 264149.0 I By Accel Growth Fund Investors 2014 L.L.C. Each share of the Issuer's Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock and Series F Preferred Stock willautomatically convert into one (1) share of the Issuer's Common Stock immediately upon the closing of the Issuer's initial public offering and hasno expiration date. 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 Section 16 or any other purpose. 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 forSection 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, 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 any such individuals is the beneficial owner of such securities for purposes of Section 16 or any other purpose. Exhibit 24 - Power of Attorney /s/ TRACY L. SEDLOCK, as attorney-in-fact for Accel Growth Fund III Associates L.L.C. 2021-11-16 /s/ TRACY L. SEDLOCK, as attorney-in-fact for Accel Growth Fund III Strategic Partners LP 2021-11-16 /s/ TRACY L. SEDLOCK, as attorney-in-fact for Accel Growth Fund III LP 2021-11-16 /s/ TRACY L. SEDLOCK, as attorney-in-fact for Accel Growth Fund Investors 2014 L.L.C. 2021-11-16 EX-24 2 ex-24.htm POWER OF ATTORNEY FOR ACCEL GROWTH FUND III ASSOCIATES L.L.C.

GRANT OF POWER OF ATTORNEY
A. Power of Attorney. Effective as of October 26, 2021, each entity listed on Schedule A attached hereto, and such additional affiliated entities that
shall come into existence from time to time (each, a "Granting Entity"), hereby constitutes and appoints Tracy L. Sedlock as its true and lawful
attorneys-in-fact and agent with full power of substitution, in its name, place and stead to make, execute, sign and file such instruments, documents
or certificates as may be necessary or proper in connection with UserTesting, Inc. Each Granting Entity hereby further grants to such attorneys-in-
fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary and proper to be done in the exercise of
any of
the rights and powers herein granted, as fully to all intents and purposes as such Granting Entity might or could do if present, hereby ratifying and
confirming all that such attorneys-in-fact shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein
granted, including, without limitation, the authority to execute documents on behalf of such Granting Entity in connection with investments made by
such Granting Entity or any entity controlled by such Granting Entity. Each Granting Entity acknowledges that no such attorneys-in-fact, in serving
in such capacity at the request of the undersigned, is hereby assuming any of the undersigned entities responsibilities under the tax laws of the
United States, any state or other jurisdiction. This Power of Attorney shall remain in full force and effect with respect to each such Granting Entity
from the date
hereof until revoked by each respective Granting Entity in a signed writing delivered to the foregoing attorneys-in-fact.
B. Consent to Grant of Power of Attorney. As of the date set forth above, each of the undersigned persons,
individually and in his capacity as a member, partner or equity holder (each, a "Constituent Member") of a Granting
Entity and as a member, partner, trustee or equity holder of any Constituent Member, hereby consents to, and causes
each such Granting Entity and Constituent Member, to consent to and cause, the grant of Power of Attorney set forth
in Paragraph A above.

/s/ Richard Zamboldi,
Attorney in Fact to each Granting Entity