SEC FORM 3

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SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Zelen Matt

(Last)

(First)

(Middle)

144 TOWNSEND STREET

(Street)

SAN FRANCISCO

94107

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
11/16/2021

3. Issuer Name and Ticker or Trading Symbol
UserTesting, Inc. [ USER ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Operating Officer

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Option (Right to Buy)	⁽¹⁾	04/23/2029	Common Stock	50,000	$1.02	D
Stock Option (Right to Buy)	⁽²⁾	12/23/2029	Common Stock	750,000	$1.06	D
Stock Option (Right to Buy)	⁽³⁾	06/03/2030	Common Stock	250,000	$0.95	D
Restricted Stock Unit (RSU)	⁽⁴⁾	09/21/2031	Common Stock	125,000	⁽⁵⁾	D

Explanation of Responses:

1. The option is fully vested and exercisable.

2. The option vested as to 1/4th of the total shares December 2, 2020 and then 1/48th of the total shares vest monthly thereafter, subject to theReporting Holder's continued service to the Issuer on each vesting date.

3. The option vests as to 1/48th of the total shares monthly, beginning May 1, 2020, subject to the Reporting Holder's continued service to theIssuer on each vesting date.

4. The Restricted Stock Units ("RSUs") were granted with both (a) a liquidity event-based vesting condition and (b) a service-based vestingcondition, both of which must be satisfied in order for the RSUs to vest. The liquidity event-based vesting condition was satisfied on November16, 2021, the effective date of the issuer's initial public offering. The service-based vesting event will be satisfied as to 25% of the total shares onNovember 15, 2022, with an additional 6.25% of the total shares vesting on each subsequent February 15, May 15, August 15, and November15 thereafter until such time as the RSUs are 100% vested, subject to the Reporting Person's continued service to the Issuer on each vestingdate.

5. Each RSU represents a contingent right to receive one (1) share of the Issuer's Common Stock upon settlement for no consideration.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Ambyr O'Donnell as attorney-in-fact for Matt Zelen	11/16/2021
	** 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 5 (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.