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^*

Wong Alexander

(Last)

(First)

(Middle)

144 TOWNSEND STREET

(Street)

SAN FRANCISCO

94107

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
05/06/2022

4. 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 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	05/06/2022		J⁽¹⁾		11,624,466	D	$0.00	0	I	By Topiary Capital Fund I, LP⁽²⁾
Common Stock	05/06/2022		J⁽³⁾		1,953,387	A	$0.00	1,953,387	I	By Topiary Capital Fund I GP⁽⁴⁾
Common Stock	05/06/2022		J⁽⁵⁾		1,953,387	D	$0.00	0	I	By Topiary Capital Fund I GP⁽⁴⁾
Common Stock	05/06/2022		J⁽⁶⁾		1,634,897	A	$0.00	1,634,897	D

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)

Explanation of Responses:

1. Topiary Capital Fund I, LP ("Topiary LP") distributed, for no consideration, 11,624,466 shares of Common Stock of the Issuer to its members, representing each such member's pro rata interest in such shares. All of the aforementioned distributions were made in accordance with the exemptions afforded by Rules 16a-13 and 16a-9 of the Securities Exchange Act of 1934, as amended.

2. The reported securities are held by Topiary LP. Topiary Capital Fund I GP, LLC ("Topiary GP") is the general partner of Topiary LP and may be deemed to have sole voting and dispositive power over the securities held by Topiary LP. The Reporting Person is the managing director of Topiary GP and therefore may be deemed to also have sole voting and dispositive power over the securities held by Topiary LP. The Reporting Person disclaims beneficial ownership over the securities held by Topiary LP except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for purposes of Section 16 or any other purpose.

3. Represents the receipt of 1,953,387 shares in the pro rata in kind distribution of Common Stock of the Issuer by Topiary LP described in footnote 1.

4. The reported securities are held by Topiary GP. The Reporting Person is the managing director of Topiary GP, and disclaims beneficial ownership over the securities held by Topiary GP except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for purposes of Section 16 or any other purpose.

5. Topiary GP distributed, for no consideration, 1,953,387 shares of Common Stock of the Issuer to its members and related persons, representing each such member's pro rata interest in such shares. All of the aforementioned distributions were made in accordance with the exemptions afforded by Rules 16a-13 and 16a-9 of the Securities Exchange Act of 1934, as amended.

6. Represents the receipt of 1,634,897 shares in the pro rata in kind distribution of Common Stock of the Issuer by Topiary GP described in footnote 5.

Remarks:

	/s/ Ambyr O'Donnell as attorney-in-fact for Alexander Wong	05/10/2022
	** 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: Wong Alexander disposed of 13,577,853 shares and acquired 3,588,284 shares