USER / UserTesting Inc - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

UserTesting Inc
US ˙ NYSE
HINDI NA ACTIVE ANG SIMBONG ITO

Mga Batayang Estadistika
CIK 1557127
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to UserTesting Inc
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
February 14, 2023 SC 13G/A

USER / UserTesting Inc / Accel Growth Fund III L.P. - SC 13G/A Passive Investment

SC 13G/A 1 tm236678d3sc13ga.htm SC 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b) (Amendment No. 1)* UserTesting, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 91734E1

February 10, 2023 SC 13G/A

USER / UserTesting Inc / OpenView Management, LLC - SC 13G/A Passive Investment

SC 13G/A 1 d397991dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1)* UserTesting, Inc. (Name of Issuer) COMMON STOCK, $0.0001 PAR VALUE PER SHARE (Title of Class of Securities) 91734E 101 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check t

January 23, 2023 15-12G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 001-41049 UserTesting, Inc. (Exact name of registrant as specified in its c

January 18, 2023 SC 13G/A

USER / UserTesting Inc / StepStone Group LP - SC 13G/A Passive Investment

SC 13G/A 1 d403150dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A (Amendment No. 2)* Information to be Included in Statements Filed Pursuant to § 240.13d-1(b), (c) and (d) and Amendments Thereto Filed Pursuant to § 240.13d-2 Under the Securities Exchange Act of 1934 UserTesting, Inc. (Name of Issuer) Common Stock, par value $0.0001 per shar

January 13, 2023 SC 13G/A

US91734E1010 / UserTesting Inc / Topiary Capital Fund I, LP - SC 13G/A Passive Investment

SC 13G/A 1 d376931dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* UserTesting, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 91734E 101 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check t

January 12, 2023 EX-3.1

Amended and Restated Certificate of Incorporation.

Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF USERTESTING, INC. ARTICLE One The name of the corporation is UserTesting, Inc. (the “Corporation”). ARTICLE Two The address of the Corporation's registered office in the State of Delaware is 1209 Orange Street, in the City of Wilmington, County of New Castle, 19801. The name of its registered agent at such address is The Corporation

January 12, 2023 EX-99.1

Thoma Bravo and Sunstone Partners Complete Acquisition of UserTesting

Exhibit 99.1 Thoma Bravo and Sunstone Partners Complete Acquisition of UserTesting SAN FRANCISCO – January 12, 2023 – UserTesting, Inc., a leader in video-based human insight, today announced the completion of its acquisition by Thoma Bravo, a leading software investment firm, and Sunstone Partners, in an all-cash transaction valued at approximately $1.3 billion. The agreement to be acquired was p

January 12, 2023 EX-99.25

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on January 23, 2023, pursuant to the provisions of Rule 12d2-2 (a).

January 12, 2023 S-8 POS

As filed with the Securities and Exchange Commission on January 12, 2023

S-8 POS 1 tm232919d3s8pos.htm S-8 POS As filed with the Securities and Exchange Commission on January 12, 2023 Registration No. 333-261151 Registration No. 333-263314 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-261151 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-263314

January 12, 2023 EX-3.2

Amended and Restated Bylaws.

Exhibit 3.2 AMENDED AND RESTATED BY-LAWS OF USERTESTING, INC. A Delaware corporation Adopted as of January 11, 2023 Effective as of January 12, 2023 ARTICLE I OFFICES Section 1 Registered Office. The registered office of the corporation in the State of Delaware shall be located at 1209 Orange Street, city of Wilmington, Delaware, 19801, County of New Castle. The name of the corporation's registere

January 12, 2023 S-8 POS

As filed with the Securities and Exchange Commission on January 12, 2023

As filed with the Securities and Exchange Commission on January 12, 2023 Registration No.

January 12, 2023 8-K

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Material Modification to Rights of Security Holders, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets, Other Events, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (date of earliest event reported): January 10, 2023 UserTesting, Inc. (Exact name of Registrant, as specified in its charter) Delaware 001-41049 26-0339214 (State or other jurisdiction of incorporation) (Commission Fil

December 28, 2022 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ?? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy Stat

December 28, 2022 8-K

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (date of earliest event reported): December 21, 2022 UserTesting, Inc. (Exact name of Registrant, as specified in its charter) Delaware 001-41049 26-0339214 (State or other jurisdiction of incorporation) (Commission Fi

December 15, 2022 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ?? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy Stat

December 15, 2022 EX-99.1

1

Exhibit 99.1 UserTesting Announces Expiration of ?Go-Shop? Period SAN FRANCISCO-(BUSINESS WIRE)- UserTesting (NYSE: USER), a leader in video-based human insight, today announced the expiration of the ?go-shop? period under the terms of the previously announced definitive agreement, pursuant to which Thoma Bravo, a leading software investment firm, and Sunstone Partners, will acquire UserTesting in

December 15, 2022 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (date of earliest event reported): December 9, 2022 UserTesting, Inc. (Exact name of Registrant, as specified in its charter) Delaware 001-41049 26-0339214 (State or other jurisdiction of incorporation) (Commission Fil

December 6, 2022 DEFM14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ? SCHEDULE 14A ? Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

November 23, 2022 EX-FILING FEES

CALCULATION OF FILING FEE TABLES Schedule 14A (Form Type) UserTesting, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Transaction Valuation

EX-FILING FEES 2 tm2228866d2ex-filingfees.htm EX-FILING FEES Exhibit 107 CALCULATION OF FILING FEE TABLES Schedule 14A (Form Type) UserTesting, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Transaction Valuation Proposed Maximum Aggregate Value of Transaction Fee rate Amount of Filing Fee Fees to be Paid $ 1,266,798,320 (1)(2) 0.0001102 $ 139,602 (3) Fees Previously Paid $ —

November 23, 2022 PREM14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

PREM14A 1 tm2228866-1prem14a.htm PREM14A TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only

November 15, 2022 SC 13G/A

US91734E1010 / UserTesting Inc / StepStone Group LP - SC 13G/A Passive Investment

SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* UserTesting, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 91734E101 (CUSIP Number) November 10, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designa

November 15, 2022 EX-99.1

AGREEMENT

EXHIBIT 1 AGREEMENT Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, the undersigned hereby agree that only one statement containing the information required by Schedule 13G need be filed with respect to the ownership by each of the undersigned of shares of Common Stock of the Issuer.

October 31, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file numbe

October 28, 2022 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ?? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy Stat

October 27, 2022 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (date of earliest event reported): October 27, 2022 UserTesting, Inc

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (date of earliest event reported): October 27, 2022 UserTesting, Inc. (Exact name of Registrant, as specified in its charter) Delaware 001-41049 26-0339214 (State or other jurisdiction of incorporation) (Commission Fil

October 27, 2022 EX-99.1

Press release, dated October 27, 2022.

Exhibit 99.1 UserTesting to be Acquired by Thoma Bravo and Sunstone Partners for $1.3Bn UserTesting stockholders to receive $7.50 per share in cash Deal price represents a 97% premium to the 30-day VWAP UserTesting to become a privately held company upon completion of the transaction San Francisco ? October 27, 2022 ? UserTesting, Inc. (NYSE: USER), a leader in video-based human insight, today ann

October 27, 2022 EX-2.1

Agreement and Plan of Merger, dated as of October 26, 2022, by and among UserTesting, Inc., Thunder Holdings, LLC and Thunder Merger Sub, Inc.

Exhibit 2.1 AGREEMENT AND PLAN OF MERGER by and among THUNDER HOLDINGS, LLC THUNDER MERGER SUB, INC. and USERTESTING, INC. Dated as of October 26, 2022 TABLE OF CONTENTS Page Article 1 THE MERGER 4 Section 1.1 The Merger 4 Section 1.2 Effective Time of Merger 5 Section 1.3 General Effects of Merger 5 Section 1.4 Effect of Merger on Capital Stock 5 Section 1.5 Effect of Merger on Company Equity Awa

October 27, 2022 EX-99.1

UserTesting to be Acquired by Thoma Bravo and Sunstone Partners for $1.3Bn UserTesting stockholders to receive $7.50 per share in cash Deal price represents a 97% premium to the 30-day VWAP UserTesting to become a privately held company upon completi

Exhibit 99.1 UserTesting to be Acquired by Thoma Bravo and Sunstone Partners for $1.3Bn UserTesting stockholders to receive $7.50 per share in cash Deal price represents a 97% premium to the 30-day VWAP UserTesting to become a privately held company upon completion of the transaction San Francisco ? October 27, 2022 ? UserTesting, Inc. (NYSE: USER), a leader in video-based human insight, today ann

October 27, 2022 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (date of earliest event reported): October 26, 2022 UserTesting, Inc

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (date of earliest event reported): October 26, 2022 UserTesting, Inc. (Exact name of Registrant, as specified in its charter) Delaware 001-41049 26-0339214 (State or other jurisdiction of incorporation) (Commission Fil

October 27, 2022 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (date of earliest event reported): October 27, 2022 UserTesting, Inc. (Exact name of Registrant, as specified in its charter) Delaware 001-41049 26-0339214 (State or other jurisdiction of incorporation) (Commission Fil

October 27, 2022 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ?? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy Stat

October 27, 2022 EX-99.1

UserTesting Reports Third Quarter 2022 Financial Results Record Third Quarter Revenue of $49.4 Million, Up 28% Year-Over-Year

Exhibit 99.1 UserTesting Reports Third Quarter 2022 Financial Results Record Third Quarter Revenue of $49.4 Million, Up 28% Year-Over-Year San Francisco ? October 27, 2022, UserTesting, Inc. (NYSE: USER), a leader in video-based human insight, today announced financial results for the third quarter ended September 30, 2022. ?We posted strong third quarter results including record total revenue, up

October 27, 2022 EX-2.1

Agreement and Plan of Merger, dated as of October 26, 2022, by and among UserTesting, Inc., Thunder Holdings, LLC and Thunder Merger Sub, Inc.

Exhibit 2.1 AGREEMENT AND PLAN OF MERGER by and among THUNDER HOLDINGS, LLC THUNDER MERGER SUB, INC. and USERTESTING, INC. Dated as of October 26, 2022 TABLE OF CONTENTS Page Article 1 THE MERGER 4 Section 1.1 The Merger 4 Section 1.2 Effective Time of Merger 5 Section 1.3 General Effects of Merger 5 Section 1.4 Effect of Merger on Capital Stock 5 Section 1.5 Effect of Merger on Company Equity Awa

October 27, 2022 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (date of earliest event reported): October 26, 2022 UserTesting, Inc. (Exact name of Registrant, as specified in its charter) Delaware 001-41049 26-0339214 (State or other jurisdiction of incorporation) (Commission Fil

August 4, 2022 EX-99.1

UserTesting Reports Second Quarter 2022 Financial Results Record Second Quarter Revenue of $47.6 million, up 36% year-over-year

Exhibit 99.1 UserTesting Reports Second Quarter 2022 Financial Results Record Second Quarter Revenue of $47.6 million, up 36% year-over-year San Francisco, August 4, 2022, UserTesting, Inc. (NYSE: USER), a leader in video-based human insight, today announced financial results for the second quarter ended June 30, 2022. ?The second quarter represented our sixth consecutive quarter of year-over-year

August 4, 2022 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (date of earliest event reported): August 4, 2022 UserTesting, Inc. (Exact name of Registrant, as specified in its charter) Delaware 001-41049 26-0339214 (State or other jurisdiction of incorporation) (Commission File

August 4, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 00

June 22, 2022 SC 13G

US91734E1010 / UserTesting Inc / StepStone Group LP - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* UserTesting, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 91734E101 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule

June 22, 2022 EX-99.1

AGREEMENT

EXHIBIT 1 AGREEMENT Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, the undersigned hereby agree that only one statement containing the information required by Schedule 13G need be filed with respect to the ownership by each of the undersigned of shares of common stock of the Issuer.

June 3, 2022 8-K

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (date of earliest event reported): June 1, 2022 UserTesting, Inc. (Exact name of Registrant, as specified in its charter) Delaware 001-41049 26-0339214 (State or other jurisdiction of incorporation) (Commission File Nu

May 4, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 0

May 4, 2022 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (date of earliest event reported): May 4, 2022 UserTesting, Inc. (Exact name of Registrant, as specified in its charter) Delaware 001-41049 26-0339214 (State or other jurisdiction of incorporation) (Commission File Num

May 4, 2022 EX-99.1

UserTesting Reports First Quarter 2022 Financial Results Record First Quarter Revenue of $45.9 million, up 47% year-over-year

Exhibit 99.1 UserTesting Reports First Quarter 2022 Financial Results Record First Quarter Revenue of $45.9 million, up 47% year-over-year San Francisco, May 4, 2022, UserTesting, Inc. (NYSE: USER), a leader in video-based human insight, today announced financial results for the first quarter ended March 31, 2022. ?We posted strong first quarter results including record total revenue growing 47% y

April 20, 2022 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ?o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e

April 20, 2022 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

DEF 14A 1 user-2022proxystatement.htm DEF 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant  o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission

March 4, 2022 EX-3.2

Restated Bylaws.

Exhibit 3.2 USERTESTING, INC. (a Delaware corporation) RESTATED BYLAWS As Adopted October 21, 2021 and As Effective November 19, 2021 USERTESTING, INC. (a Delaware corporation) RESTATED BYLAWS TABLE OF CONTENTS Article I: STOCKHOLDERS 1 Section 1.1: Annual Meetings 1 Section 1.2: Special Meetings 1 Section 1.3: Notice of Meetings 1 Section 1.4: Adjournments 1 Section 1.5: Quorum 2 Section 1.6: Org

March 4, 2022 EX-10.10

Confirmatory Offer Letter, dated November 1, 2021, by and between the Registrant and Jon Pexton.

Exhibit 10.10 Confidential November 1, 2021 Mr. Jon Pexton [****] Dear Jon: This letter agreement amends and restates the employment agreement between you and UserTesting, Inc. (the ?Company?)1, dated March 2, 2021 (the ?Prior Agreement?) effective November 1, 2021. You will continue to work in the role of Chief Financial Officer, reporting to the Company?s CEO. 1.Cash Compensation. In this positi

March 4, 2022 S-8

As filed with the Securities and Exchange Commission on March 4, 2022

As filed with the Securities and Exchange Commission on March 4, 2022 Registration No.

March 4, 2022 EX-FILING FEES

Filing Fee Table

EX-FILING FEES 2 exhibit1071-2022sx8.htm EX-FILING FEES Exhibit 107.1 Calculation of Filing Fee Tables Form S-8 (Form Type) UserTesting, Inc. (Exact Name of Registrant as Specified in its Charter) Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit(3)(4) Maximum Aggregate Offering Price(3)(4) Fee Rate Amo

March 4, 2022 EX-21.1

List of Subsidiaries of the Registrant.

Exhibit 21.1 USERTESTING, INC. SUBSIDIARY LIST Name of Subsidiary Jurisdiction Human Insights Canada, Inc. d/b/a UserTesting Canada Canada USER TESTING LIMITED United Kingdom USER TESTING SINGAPORE PTE. LTD. Singapore Teston AS Norway Teston Sweden AB Sweden Teston GmbH Germany

March 4, 2022 EX-4.3

Description of Common Stock Registered Under Section 12 of the Securities Exchange Act of 1934, as amended

Exhibit 4.3 DESCRIPTION OF THE REGISTRANT?S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 As of December 31, 2021, UserTesting, Inc. (?we,? ?us,? or ?our?) had one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the ?Exchange Act?): our common stock. DESCRIPTION OF CAPITAL STOCK The following summary of the m

March 4, 2022 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41

March 4, 2022 EX-10.7

Change in Control and Severance Agreement, dated November 1, 2021, by and between the Registrant and Jon Pexton

Exhibit 10.10 Confidential Change in Control and Severance Agreement This Change in Control and Severance Agreement (the ?Agreement?) is entered into by and between Jon Pexton (the ?Executive?) and UserTesting, Inc., a Delaware corporation (the ?Company?), effective as of November 1, 2021 (the ?Effective Date?). 1.Term of Agreement. This Agreement shall terminate the earlier of the third (3rd) ann

March 4, 2022 EX-3.1

Restated Certificate of Incorporation.

Exhibit 3.1 USERTESTING, INC. RESTATED CERTIFICATE OF INCORPORATION UserTesting, Inc., a Delaware corporation, hereby certifies as follows: 1.The name of this corporation is ?UserTesting, Inc.? The date of the filing of its original Certificate of Incorporation with the Secretary of State of the State of Delaware was April 13, 2021. 2.The Restated Certificate of Incorporation of this corporation a

February 28, 2022 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (date of earliest event reported): February 28, 2022 UserTesting, Inc. (Exact name of Registrant, as specified in its charter) Delaware 001-41049 26-0339214 (State or other jurisdiction of incorporation) (Commission Fi

February 28, 2022 EX-99.1

UserTesting Reports Fourth Quarter and Full Year 2021 Financial Results Full Year Total Revenue of $147.4 million, up 44% year-over-year Fourth Quarter Total Revenue of $42.5 million, up 45% year-over-year

Exhibit 99.1 UserTesting Reports Fourth Quarter and Full Year 2021 Financial Results Full Year Total Revenue of $147.4 million, up 44% year-over-year Fourth Quarter Total Revenue of $42.5 million, up 45% year-over-year San Francisco, February 28, 2022, UserTesting, Inc. (NYSE: USER), a leader in video-based human insight, today announced financial results for the fourth quarter and full year ended

February 16, 2022 SC 13G

US91734E1010 / UserTesting Inc / Topiary Capital Fund I, LP - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 UserTesting, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 91734E 101 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which

February 14, 2022 SC 13G

US91734E1010 / UserTesting Inc / Accel Growth Fund III L.P. - SC 13G Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b) (Amendment No. )* UserTesting, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 91734E101 (CUSIP Number) December 31, 2021 (Date

February 10, 2022 EX-99.1

JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)

Exhibit 99.1 JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k) The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing statements. The undersigned ackn

February 10, 2022 SC 13G

US91734E1010 / UserTesting Inc / Insight Partners (Cayman) XI, L.P. - SCHEDULE 13G Passive Investment

SC 13G 1 i49942266a.htm SCHEDULE 13G SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2 (Amendment No. )* USERTESTING, INC. (Name of Issuer) COMMON STOCK, $0.0001 PAR VALUE PER SHARE (Title of Class of Securities) 91734E101 (

February 9, 2022 EX-99.1

Joint Filing Agreement

EXHIBIT 99.1 Joint Filing Agreement The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing statements. The undersigned acknowledge that each shall be

February 9, 2022 SC 13G

US91734E1010 / UserTesting Inc / OpenView Management, LLC - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. )* UserTesting, Inc. (Name of Issuer) COMMON STOCK, $0.0001 PAR VALUE PER SHARE (Title of Class of Securities) 91734E 101 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule

November 17, 2021 S-8

As filed with the Securities and Exchange Commission on November 17, 2021

As filed with the Securities and Exchange Commission on November 17, 2021 Registration No.

November 17, 2021 424B4

10,000,000 Shares UserTesting, Inc. Common Stock

424B4 1 usertestinginc-424b4.htm 424B4 Filed Pursuant to Rule 424(b)(4) File No. 333-260224 10,000,000 Shares UserTesting, Inc. Common Stock UserTesting, Inc. is offering 10,000,000 shares of its common stock. This is our initial public offering and no public market currently exists for our shares. The initial public offering price per share of our common stock is $14.00. We have been approved to

November 12, 2021 CORRESP

November 12, 2021

November 12, 2021 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

November 12, 2021 CORRESP

UserTesting, Inc.

UserTesting, Inc. November 12, 2021 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Technology 100 F Street, NE Washington, DC 20549 Attention: Amanda Kim Stephen Krikorian Edwin Kim Larry Spirgel Re: UserTesting, Inc. Registration Statement on Form S-1 (File No. 333-260224) originally filed October 13, 2021, as amended, and corresponding Registration St

November 9, 2021 8-A12B

Form 8-A

8-A12B 1 usertestingform8-a.htm 8-A12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF l934 UserTesting, Inc. (Exact name of Registrant as specified in its charter) Delaware 26-0339214 (State of incorporation or organization) (I.R.S. Employer Identif

November 8, 2021 EX-10.10

by and between the Registrant and Kaj van de Loo.

Exhibit 10.10 Confidential November 1, 2021 Kaj van de Loo [****] Dear Kaj: This letter agreement amends and restates the employment agreement between you and UserTesting, Inc. (the ?Company?)1, dated July 1, 2019 (the ?Prior Agreement?) effective November 1, 2021. You will continue to work in the role of Chief Technology Officer, reporting to the Company?s CEO. 1.Cash Compensation. In this positi

November 8, 2021 EX-4.1

Form of Common Stock certificate.

Exhibit 4.1 slide1 D E L AW A R E SEAL US ERTESTING, INC.CORPORATE April 13, 2021 UT FULLY PAID AND NONASSESSABLE SHARES OF COMMON STOCK, $0.0001 PAR VALUE PER SHARE, OF UserTesting, Inc. transferable on the books of the Corporation in person or by duly authorized attorney upon surrender of this Certificate properly endorsed. This Certificate is not valid until countersigned by the Transfer Agent

November 8, 2021 EX-1.1

Form of Underwriting Agreement.

Exhibit 1.1 [ l ] Shares USERTESTING, INC. COMMON STOCK, PAR VALUE $0.0001 PER SHARE UNDERWRITING AGREEMENT [ l ], 2021 [ l ], 2021 Morgan Stanley & Co. LLC J.P. Morgan Securities LLC As Representatives of the several Underwriters named in Schedule I hereto c/o Morgan Stanley & Co. LLC 1585 Broadway New York, New York 10036 c/o J.P. Morgan Securities LLC 383 Madison Avenue New York, New York 10179

November 8, 2021 EX-10.8

by and between the Registrant and Andy MacMillan.

Exhibit 10.8 Confidential November 1, 2021 Andrew MacMillan Dear Andy: This letter agreement amends and restates the employment agreement between you and UserTesting, Inc. (the ?Company?)1, dated July 1, 2019 (the ?Prior Agreement?), effective November 1, 2021. You will continue to work in the role of CEO, reporting to the Company?s Board of Directors. 1.Cash Compensation. In this position, the Co

November 8, 2021 EX-10.7

by and between the Registrant and Kaj van de Loo.

Exhibit 10.7 Confidential CHANGE IN CONTROL AND SEVERANCE AGREEMENT This Change in Control and Severance Agreement (the ?Agreement?) is entered into by and between Kaj van de Loo (the ?Executive?) and UserTesting, Inc., a Delaware corporation (the ?Company?), effective as of November 1, 2021 (the ?Effective Date?). 1.Term of Agreement. This Agreement shall terminate the earlier of the third (3rd)

November 8, 2021 EX-10.9

by and between the Registrant and David A. Satterwhite.

Exhibit 10.9 Con?dential November 1, 2021 Mr. David Satterwhite Dear David: This letter agreement amends and restates the employment agreement between you and UserTesting, Inc. (the ?Company?)1, dated September 18, 2019 (the ?Prior Agreement?) e?ective November 1, 2021. You will continue to work in the role of Chief Revenue O?cer reporting to the Company?s CEO. 1. Cash Compensation. In this positi

November 8, 2021 EX-10.6

by and between the Registrant and David A. Satterwhite.

Exhibit 10.6 Confidential CHANGE IN CONTROL AND SEVERANCE AGREEMENT This Change in Control and Severance Agreement (the ?Agreement?) is entered into by and between David Satterwhite (the ?Executive?) and UserTesting, Inc., a Delaware corporation (the ?Company?), effective as of November 1, 2021 (the ?Effective Date?). 1.Term of Agreement. This Agreement shall terminate the earlier of the third (3r

November 8, 2021 S-1/A

As filed with the Securities and Exchange Commission on November 8, 2021.

As filed with the Securities and Exchange Commission on November 8, 2021. Registration No. 333-260224 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 USERTESTING, INC. (Exact name of registrant as specified in its charter) Delaware 7372 26-0339214 (State or other jurisdiction of incorporatio

November 8, 2021 EX-10.5

by and between the Registrant and Andy MacMillan.

Exhibit 10.5 Confidential CHANGE IN CONTROL AND SEVERANCE AGREEMENT This Change in Control and Severance Agreement (the ?Agreement?) is entered into by and between Andrew MacMillan (the ?Executive?) and UserTesting, Inc., a Delaware corporation (the ?Company?), effective as of November 1, 2021 (the ?Effective Date?). 1.Term of Agreement. This Agreement shall terminate the earlier of the third (3rd

October 22, 2021 S-1/A

As filed with the Securities and Exchange Commission on October 22, 2021.

As filed with the Securities and Exchange Commission on October 22, 2021. Registration No. 333-260224 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 USERTESTING, INC. (Exact name of registrant as specified in its charter) Delaware 7372 26-0339214 (State or other jurisdiction of incorporatio

October 21, 2021 CORRESP

CONFIDENTIAL TREATMENT REQUESTED BY USERTESTING, INC. USERTESTING - 1

228 Santa Monica Boulevard 310.434.5400 Suite 300 Fenwick.com Santa Monica, CA 90401 Ran D. Ben-Tzur [email protected] | 650.335.7613 CERTAIN PORTIONS OF THIS LETTER AS FILED VIA EDGAR HAVE BEEN OMITTED AND SUBMITTED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR THE OMITTED PORTIONS, WHICH HAVE BEEN REPLACED WITH THE FOLLOWING PLACEHOLDER: ?

October 13, 2021 EX-10.14

Lease Agreement, dated as of April 13, 2020, by and between Soma Hub LLC and the Registrant.

EX-10.14 15 exhibit1014-sx1.htm EX-10.14 Exhibit 10.14 144 TOWNSEND STREET LEASE AGREEMENT THIS LEASE AGREEMENT (this “Lease”) is entered into as of April , 2020 (the “Effective Date”), by and between SOMA HUB LLC, a California limited liability company (“Landlord”), and USER TESTING, INC., a California corporation (“Tenant”). RECITALS A. Landlord is the tenant under that certain Lease Agreement d

October 13, 2021 EX-4.2

Amended and Restated Investors’ Rights Agreement, dated February 20, 2020, by and among the Registrant and certain security holders of the Registrant.

Exhibit 4.2 USER TESTING, INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT Dated as of February 20, 2020 Table of Contents Page 1. Registration Rights. 2 1.1 Definitions. 2 1.2 Request for Registration. 3 1.3 Company Registration. 5 1.4 Form S-3 Registration. 5 1.5 Obligations of the Company. 6 1.6 Information from Holder. 9 1.7 Expenses of Registration. 10 1.8 Delay of Registration. 10 1.9 I

October 13, 2021 EX-3.4

Bylaws of the Registrant, as currently in effect.

Exhibit 3.4 USERTESTING, INC. a Delaware Corporation BYLAWS As Adopted April 13, 2021 USERTESTING, INC. a Delaware Corporation BYLAWS As Adopted April 13, 2021 ARTICLE I: STOCKHOLDERS Section 1.1: Annual Meetings. Unless members of the Board of Directors of the Corporation (the ?Board?) are elected by written consent in lieu of an annual meeting, as permitted by Section 211 of the Delaware General

October 13, 2021 EX-21.1

List of Subsidiaries of the Registrant.

Exhibit 21.1 USERTESTING, INC. SUBSIDIARY LIST Name of Subsidiary Jurisdiction Human Insights Canada, Inc. d/b/a UserTesting Canada Canada USER TESTING LIMITED United Kingdom USER TESTING SINGAPORE PTE. LTD. Singapore Teston AS Norway Teston Sweden AB Sweden Teston GmbH Germany Truthlab Technologies, Inc. Delaware

October 13, 2021 EX-99.1

Consent of Forrester Research, Inc.

Exhibit 99.1 Forrester Research Inc. Citation Agreement and Consent Subject to the terms and conditions set forth herein, Forrester Research, Inc. (?Forrester?) hereby consents to the quotation by UserTesting, Inc. (?Requester?), in the Registration Statement on Form S-1 to be filed by Requester with the Securities and Exchange Commission (the ?Filing?), of the following Forrester information that

October 13, 2021 EX-99.2

Consent of Harvard Business Review Analytic Services.

Exhibit 99.2 Harvard Business Review Analytic Services UserTesting, Inc. 144 Townsend Street San Francisco, California 94107 UserTesting, Inc. (the ?Company?) has requested that Harvard Business Review Analytic Services (?HBR?) execute this letter in connection with a proposed initial public offering by the Company (the ?IPO?). In connection with the IPO, the Company will be filing a registration

October 13, 2021 EX-3.3

Form of Restated Certificate of Incorporation, to be effective immediately prior to the completion of this offering.

Exhibit 3.3 USERTESTING, INC. RESTATED CERTIFICATE OF INCORPORATION UserTesting, Inc., a Delaware corporation, hereby certifies as follows: 1.The name of this corporation is “UserTesting, Inc.” The date of the filing of its original Certificate of Incorporation with the Secretary of State of the State of Delaware was April 13, 2021. 2.The Restated Certificate of Incorporation of this corporation a

October 13, 2021 EX-10.1

between the Registrant and each of its directors and executive officers

Exhibit 10.1 INDEMNITY AGREEMENT This Indemnity Agreement, dated as of , 202 is made by and between UserTesting, Inc., a Delaware corporation (the “Company”), and , a director, officer or key employee of the Company or one of the Company’s Subsidiaries or Affiliates (as those terms are defined below) or other service provider who satisfies the definition of Indemnifiable Person set forth below (“I

October 13, 2021 EX-10.13

Loan and Security Agreement, dated January 12, 2018, by and between the Registrant and Western Alliance Bank, as amended.

EX-10.13 14 exhibit1013-sx1.htm EX-10.13 Exhibit 10.13 USER TESTING, INC., A CALIFORNIA CORPORATION WESTERN ALLIANCE BANK, AN ARIZONA CORPORATION LOAN AND SECURITY AGREEMENT This LOAN AND SECURITY AGREEMENT (this “Agreement”) is entered into as of January 12, 2018 by and between WESTER ALLIANCE BANK, an Arizona corporation (“Bank”) and USER TESTING, INC., a California corporation (“Borrower”). REC

October 13, 2021 EX-3.2

Certificate of Amendment to the Restated Certificate of Incorporation of the Registrant, as currently in effect, dated September 22, 2021.

EX-3.2 3 exhibit32-sx1.htm EX-3.2 Exhibit 3.2 CERTIFICATE OF AMENDMENT TO THE RESTATED CERTIFICATE OF INCORPORATION OF USERTESTING, INC. UserTesting, Inc., a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the “General Corporation Law”), does hereby certify as follows: 1. The name of this corporation is UserTesting,

October 13, 2021 EX-10.4

2021 Employee Stock Purchase Plan and form of subscription agreement.

Exhibit 10.4 USERTESTING, INC. 2021 EMPLOYEE STOCK PURCHASE PLAN 1.PURPOSE. UserTesting, Inc. adopted the Plan effective as of the Effective Date. The purpose of this Plan is to provide eligible employees of the Company and the Participating Corporations with a means of acquiring an equity interest in the Company, to enhance such employees? sense of participation in the affairs of the Company. Cap

October 13, 2021 EX-10.2

2013 Equity Incentive Plan and forms of equity agreements thereunder.

Exhibit 10.2 USER TESTING, INC. 2013 EQUITY INCENTIVE PLAN SECTION 1. PURPOSE The purpose of the User Testing, Inc. 2013 Equity Incentive Plan is to attract, retain and motivate employees, officers, directors, consultants, agents, advisors and independent contractors of the Company and its Related Companies by providing them the opportunity to acquire a proprietary interest in the Company and to a

October 13, 2021 EX-3.5

Form of Restated Bylaws, to be effective immediately prior to the completion of this offering.

Exhibit 3.5 USERTESTING, INC. (a Delaware corporation) RESTATED BYLAWS As Adopted , 2021 and As Effective , 2021 USERTESTING, INC. (a Delaware corporation) RESTATED BYLAWS TABLE OF CONTENTS Article I: STOCKHOLDERS 1 Section 1.1: Annual Meetings 1 Section 1.2: Special Meetings 1 Section 1.3: Notice of Meetings 1 Section 1.4: Adjournments 1 Section 1.5: Quorum 2 Section 1.6: Organization 2 Section 1

October 13, 2021 EX-3.1

Restated Certificate of Incorporation of the Registrant, as currently in effect (included as Exhibit A to Certificate of Merger of User Testing, Inc. with and into UserTesting, Inc., dated as of September 15, 2021).

Exhibit 3.1 CERTIFICATE OF MERGER OF USER TESTING, INC. (A California Corporation) WITH AND INTO USERTESTING, INC. (A Delaware Corporation) UserTesting, Inc., a Delaware corporation (“UT Delaware”), does hereby certify to the following facts relating to the merger (the “Merger”) of User Testing, Inc., a California corporation (“UT California”), with and into UT Delaware, with UT Delaware remaining

October 13, 2021 EX-16.1

Letter Regarding Change in Accountants.

Exhibit 16.1 October 13, 2021 Securities and Exchange Commission 100 F Street N.E. Washington D.C. 20549-7561 Dear Sirs/Madams: We have read the “Change in Accountants” section of the Registration Statement on Form S-1 (the “Registration Statement”) dated October 13, 2021, of UserTesting, Inc. and are in agreement with the statements contained in that section insofar as they pertain to our firm. W

October 13, 2021 EX-10.12

2022 Incentive Bonus Plan.

Exhibit 10.12 INCENTIVE BONUS PLAN PURPOSE, SCOPE AND ADMINISTRATION 1.Purpose; Eligibility Period. The objective of this Incentive Bonus Plan (“Plan”) is to financially incentivize and reward UserTesting’s eligible employees based upon UserTesting’s performance and for their individual contributions to the success of our company. This Plan shall be effective as of the date of the underwritten initi

October 13, 2021 S-1

As filed with the Securities and Exchange Commission on October 13, 2021.

As filed with the Securities and Exchange Commission on October 13, 2021. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 USERTESTING, INC. (Exact name of registrant as specified in its charter) Delaware 7372 26-0339214 (State or other jurisdiction of incorporation or organization) (Prima

October 13, 2021 EX-10.3

2021 Equity Incentive Plan and forms of award agreements.

Exhibit 10.3 USERTESTING, INC. 2021 EQUITY INCENTIVE PLAN 1.PURPOSE. The purpose of this Plan is to provide incentives to attract, retain, and motivate eligible persons whose present and potential contributions are important to the success of the Company, and any Parents, Subsidiaries, and Affiliates that exist now or in the future, by offering them an opportunity to participate in the Company’s f

October 13, 2021 EX-10.11

Independent Director Compensation Policy, to become effective on the effective date of this registration statement.

EX-10.11 12 exhibit1011-sx1.htm EX-10.11 Exhibit 10.11 USERTESTING, INC. (“Company”) Independent Director Compensation Policy Effective [ ], 2021 In contemplation of the Company’s proposed initial public offering (“IPO”), the Company’s Board of Directors (the “Board”) believes it is in the best interests of the Company and its stockholders to adopt a compensation program for independent directors as

September 14, 2021 DRS/A

Confidential draft No. 3 submitted on September 13, 2021 This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains strictly confidential.

Confidential draft No. 3 submitted on September 13, 2021 This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains strictly confidential. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 USERTESTING, INC. (E

September 13, 2021 DRSLTR

1

228 Santa Monica Boulevard 310.434.5400 Suite 300 Fenwick.com Santa Monica, CA 90401 Ran D. Ben-Tzur [email protected] | 650.335.7613 September 13, 2021 VIA EDGAR Securities and Exchange Commission Washington, D.C. 20549 Attention: Amanda Kim, Staff Accountant Stephen Krikorian, Accounting Branch Chief Edwin Kim, Staff Attorney Larry Spirgel, Office Chief Re: UserTesting, Inc. Amendment No. 1 t

August 3, 2021 DRS/A

Confidential draft No. 2 submitted on August 2, 2021 This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains strictly confidential.

Confidential draft No. 2 submitted on August 2, 2021 This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains strictly confidential. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 USERTESTING, INC. (Exact

August 2, 2021 DRSLTR

1

228 Santa Monica Boulevard 310.434.5400 Suite 300 Fenwick.com Santa Monica, CA 90401 Ran D. Ben- Tzur [email protected] | 650.335.7613 August 2, 2021 VIA EDGAR Securities and Exchange Commission Washington, D.C. 20549 Attention: Amanda Kim, Staff Accountant Stephen Krikorian, Accounting Branch Chief Edwin Kim, Staff Attorney Larry Spirgel, Office Chief Re: UserTesting, Inc. Draft Registration S

June 14, 2021 DRS

Confidential draft submitted on June 11, 2021 This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains strictly confidential.

Confidential draft submitted on June 11, 2021 This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains strictly confidential.

June 14, 2021 EX-99.1

Forrester Research Inc. Citation Agreement and Consent

EX-99.1 2 filename2.htm Exhibit 99.1 Forrester Research Inc. Citation Agreement and Consent Subject to the terms and conditions set forth herein, Forrester Research, Inc. (“Forrester”) hereby consents to the quotation by UserTesting, Inc. (“Requester”), in the Registration Statement on Form S-1 to be filed by Requester with the Securities and Exchange Commission (the “Filing”), of the following Fo

Fintel data has been cited in the following publications:
Daily Mail Fox Business Business Insider Wall Street Journal The Washington Post Bloomberg Financial Times Globe and Mail
NASDAQ.com Reuters The Guardian Associated Press FactCheck.org Snopes Politifact
Federal Register The Intercept Forbes Fortune Magazine TheStreet Time Magazine Canadian Broadcasting Corporation International Business Times
Cambridge University Press Investopedia MarketWatch NY Daily News Entrepreneur Newsweek Barron's El Economista