SEC FORM 4

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^*

StepStone Group LP

(Last)

(First)

(Middle)

4225 EXECUTIVE SQUARE, SUITE 1600

(Street)

LA JOLLA

92037

(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)
01/12/2023

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	01/12/2023		D		2,860,390	D	$7.5⁽¹⁾	0	I	See footnotes⁽²⁾⁽⁸⁾⁽⁹⁾
Common Stock	01/12/2023		D		275,958	D	$7.5⁽¹⁾	0	I	See footnotes⁽³⁾⁽⁸⁾⁽⁹⁾
Common Stock	01/12/2023		D		4,677,285	D	$7.5⁽¹⁾	0	I	See footnotes⁽⁴⁾⁽⁸⁾⁽⁹⁾
Common Stock	01/12/2023		D		5,204,266	D	$7.5⁽¹⁾	0	I	See footnotes⁽⁵⁾⁽⁸⁾⁽⁹⁾
Common Stock	01/12/2023		D		8,631,482	D	$7.5⁽¹⁾	0	I	See footnotes⁽⁶⁾⁽⁸⁾⁽⁹⁾
Common Stock	01/12/2023		D		1,031,525	D	$7.5⁽¹⁾	0	I	See footnotes⁽⁷⁾⁽⁸⁾⁽⁹⁾

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)

1. Name and Address of Reporting Person^*

StepStone Group LP

(Last)

(First)

(Middle)

4225 EXECUTIVE SQUARE, SUITE 1600

(Street)

LA JOLLA

92037

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

StepStone VC Global Partners, VII-A, L.P.

(Last)

(First)

(Middle)

4225 EXECUTIVE SQUARE, SUITE 1600

(Street)

LA JOLLA

90237

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

StepStone VC Global Partners VII-C, L.P.

(Last)

(First)

(Middle)

4225 EXECUTIVE SQUARE, SUITE 1600

(Street)

LA JOLLA

90237

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

StepStone VC General Partner VII, L.P.

(Last)

(First)

(Middle)

4225 EXECUTIVE SQUARE, SUITE 1600

(Street)

LA JOLLA

92037

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

StepStone VC Opportunities III, L.P.

(Last)

(First)

(Middle)

4225 EXECUTIVE SQUARE, SUITE 1600

(Street)

LA JOLLA

90237

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

StepStone VC Opportunities General Partner III, L.P.

(Last)

(First)

(Middle)

4225 EXECUTIVE SQUARE, SUITE 1600

(Street)

LA JOLLA

92037

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

StepStone VC Secondaries Fund III, L.P.

(Last)

(First)

(Middle)

4225 EXECUTIVE SQUARE, SUITE 1600

(Street)

LA JOLLA

90237

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

StepStone VC Secondaries General Partner III, L.P.

(Last)

(First)

(Middle)

4225 EXECUTIVE SQUARE, SUITE 1600

(Street)

LA JOLLA

90237

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

StepStone VC Secondaries Fund IV, L.P.

(Last)

(First)

(Middle)

4225 EXECUTIVE SQUARE, SUITE 1600

(Street)

LA JOLLA

90237

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

StepStone VC Secondaries General Partner IV, L.P.

(Last)

(First)

(Middle)

4225 EXECUTIVE SQUARE, SUITE 1600

(Street)

LA JOLLA

90237

(City)

(State)

(Zip)

Explanation of Responses:

1. On October 26, 2022, UserTesting, Inc., a Delaware corporation (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 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, less any applicable withholding taxes.

2. The reported securities are held directly by StepStone VC Global Partners VII-A, L.P. StepStone VC General Partner VII, L.P. is the general partner of StepStone VC Global Partners VII-A, L.P.

3. The reported securities are held directly by StepStone VC Global Partners VII-C, L.P. StepStone VC General Partner VII, L.P. is the general partner of StepStone VC Global Partners VII-C, L.P.

4. The reported securities are held directly StepStone VC Opportunities III, L.P. StepStone VC Opportunities General Partner III, L.P. is the general partner of StepStone VC Opportunities III, L.P.

5. The reported securities are held directly StepStone VC Secondaries Fund III, L.P. StepStone VC Secondaries General Partner III, L.P. is the general partner of StepStone VC Secondaries Fund III, L.P.

6. The reported securities are held directly StepStone VC Secondaries Fund IV, L.P. StepStone VC Secondaries General Partner IV, L.P. is the general partner of StepStone VC Secondaries Fund IV, L.P.

7. The reported securities are StepStone IL Special II, L.P. StepStone VC IL GP II, LLC is the general partner of StepStone IL Special II, L.P.

8. StepStone Group LP is the investment manager of StepStone IL Special II, L.P., StepStone VC Global Partners VII-A, L.P., StepStone VC Global Partners VII-C, L.P., StepStone VC Opportunities III, L.P., StepStone VC Secondaries Fund III, L.P., and StepStone VC Secondaries Fund IV, L.P. StepStone Group Holdings LLC is the general partner of Stepstone Group LP, and StepStone Group Inc. is the sole managing member of StepStone Group Holdings LLC. The filing of this Form 4 shall not be construed as an admission that the Reporting Persons are or were for the purposes of Section 16(a) of the Securities Exchange Act of 1934, as amended, or otherwise, the beneficial owners of any of the securities reported herein. The Reporting Persons disclaim such beneficial ownership, except to the extent of their pecuniary interest.

9. Due to the limitations of the electronic filing system a Reporting Person (STEPSTONE IL SPECIAL II, L.P), is filing a separate Form 4.

Remarks:

Form 1 of 2

	/s/ Jennifer Y. Ishiguro - for StepStone Group LP, By: StepStone Group Holdings LLC, its General Partner, By:Jennifer Y. Ishiguro, Chief Legal Officer & Secretary	01/17/2023
	/s/ Jennifer Y. Ishiguro - for StepStone VC Global Partners VII-A, L.P., By: StepStone Group LP., its investment manager, By: StepStone Group Holdings LLC, its General Partner, By: Jennifer Y. Ishiguro, Chief Legal Officer & Secretary	01/17/2023
	/s/ Jennifer Y. Ishiguro - for StepStone VC Global Partners VII-C, L.P., By: StepStone Group LP., its investment manager, By: StepStone Group Holdings LLC, its General Partner, By: Jennifer Y. Ishiguro, Chief Legal Officer & Secretary	01/17/2023
	/s/ Jennifer Y. Ishiguro - for StepStone VC General Partner VII, L.P., By: StepStone Group LP., its investment manager, By: StepStone Group Holdings LLC, its General Partner, By: Jennifer Y. Ishiguro, Chief Legal Officer & Secretary	01/17/2023
	/s/ Jennifer Y. Ishiguro - for StepStone VC Opportunities III, L.P., By: StepStone Group LP., its investment manager, By: StepStone Group Holdings LLC, its General Partner, By: Jennifer Y. Ishiguro, Chief Legal Officer & Secretary	01/17/2023
	/s/ Jennifer Y. Ishiguro - for StepStone VC Opportunities General Partner III, L.P., By: StepStone Group LP., its investment manager, By: StepStone Group Holdings LLC, its General Partner, By: Jennifer Y. Ishiguro, Chief Legal Officer & Secretary	01/17/2023
	/s/ Jennifer Y. Ishiguro - for StepStone VC Secondaries Fund III, L.P., By: StepStone Group LP., its investment manager, By: StepStone Group Holdings LLC, its General Partner, By: Jennifer Y. Ishiguro, Chief Legal Officer & Secretary	01/17/2023
	/s/ Jennifer Y. Ishiguro - for StepStone VC Secondaries General Partner III, L.P., By: StepStone Group LP., its investment manager, By: StepStone Group Holdings LLC, its General Partner, By: Jennifer Y. Ishiguro, Chief Legal Officer & Secretary	01/17/2023
	/s/ Jennifer Y. Ishiguro - for StepStone VC Secondaries Fund IV, L.P., By: StepStone Group LP., its investment manager, By: StepStone Group Holdings LLC, its General Partner, By: Jennifer Y. Ishiguro, Chief Legal Officer & Secretary	01/17/2023
	/s/ Jennifer Y. Ishiguro - for StepStone VC Secondaries General Partner IV, L.P., By: StepStone Group LP., its investment manager, By: StepStone Group Holdings LLC, its General Partner, By: Jennifer Y. Ishiguro, Chief Legal Officer & Secretary	01/17/2023
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

SEC Form 4: Stepstone Group Lp returned $170,106,795 worth of shares to the company (22,680,906 units at $7.50)