SEC Form SC 13G filed by UserTesting Inc.

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

(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 this Schedule is filed:

☐ Rule 13d-1(b)

☐ Rule 13d-1(c)

⌧ Rule 13d-1(d)

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

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(1)	Calculations are based upon 140,852,135 shares of Common Stock of the Issuer outstanding after the completion of the Issuer’s initial public offering, as reported in the final prospectus on Form 424B4 filed with the U.S. Securities and Exchange Commission on November 17, 2021.

(1)	Calculations are based upon 140,852,135 shares of Common Stock of the Issuer outstanding after the completion of the Issuer’s initial public offering, as reported in the final prospectus on Form 424B4 filed with the U.S. Securities and Exchange Commission on November 17, 2021.

(1)	Calculations are based upon 140,852,135 shares of Common Stock of the Issuer outstanding after the completion of the Issuer’s initial public offering, as reported in the final prospectus on Form 424B4 filed with the U.S. Securities and Exchange Commission on November 17, 2021.

(1)	Calculations are based upon 140,852,135 shares of Common Stock of the Issuer outstanding after the completion of the Issuer’s initial public offering, as reported in the final prospectus on Form 424B4 filed with the U.S. Securities and Exchange Commission on November 17, 2021.

(1)	Calculations are based upon 140,852,135 shares of Common Stock of the Issuer outstanding after the completion of the Issuer’s initial public offering, as reported in the final prospectus on Form 424B4 filed with the U.S. Securities and Exchange Commission on November 17, 2021.

(1)	Calculations are based upon 140,852,135 shares of Common Stock of the Issuer outstanding after the completion of the Issuer’s initial public offering, as reported in the final prospectus on Form 424B4 filed with the U.S. Securities and Exchange Commission on November 17, 2021.

(1)	Calculations are based upon 140,852,135 shares of Common Stock of the Issuer outstanding after the completion of the Issuer’s initial public offering, as reported in the final prospectus on Form 424B4 filed with the U.S. Securities and Exchange Commission on November 17, 2021.

(1)	Calculations are based upon 140,852,135 shares of Common Stock of the Issuer outstanding after the completion of the Issuer’s initial public offering, as reported in the final prospectus on Form 424B4 filed with the U.S. Securities and Exchange Commission on November 17, 2021.

(1)	Calculations are based upon 140,852,135 shares of Common Stock of the Issuer outstanding after the completion of the Issuer’s initial public offering, as reported in the final prospectus on Form 424B4 filed with the U.S. Securities and Exchange Commission on November 17, 2021.

(1)	Calculations are based upon 140,852,135 shares of Common Stock of the Issuer outstanding after the completion of the Issuer’s initial public offering, as reported in the final prospectus on Form 424B4 filed with the U.S. Securities and Exchange Commission on November 17, 2021.

UserTesting, Inc. (the “Issuer”)

144 Townsend Street, San Francisco, California 94107

This Statement is being filed by the following persons (each a “Reporting Person” and, collectively, the “Reporting Persons”): (i) Insight Partners (Cayman) XI, L.P., a Cayman Islands exempted limited partnership (“Cayman XI”), (ii) Insight Partners (Delaware) XI, L.P., a Delaware limited partnership (“Delaware XI”), (iii) Insight Partners XI (Co-Investors) (B), L.P., a Cayman Islands exempted limited partnership (“Co-Investors XI B”), (iv) Insight Partners XI (Co-Investors), L.P., a Cayman Islands exempted limited partnership (“Co-Investors XI”), (v) Insight Partners XI, L.P., a Cayman Islands exempted limited partnership (“IP XI” and, together with Cayman XI, Delaware XI, Co-Investors XI B and Co-Investors XI, the “Fund XI Entities”), (vi) Insight Associates XI, L.P., a Cayman Islands exempted limited partnership (“IA XI LP”), (vii) Insight Associates XI, Ltd., a Cayman Islands exempted company (“IA XI Ltd”) (viii) Insight Partners (EU) XI, S.C.Sp., a Luxembourg special limited partnership (“EU XI” and, together with the Fund XI Entities, the “XI Funds”), (ix) Insight Associates (EU) XI, S.a.r.l., a Luxembourg limited liability company (“IA EU XI”) and (x) Insight Holdings Group, LLC, a Delaware limited liability company (“Holdings”).

The general partner of each of the Fund XI Entities is IA XI LP, whose general partner is IA XI Ltd. The general partner of EU XI is IA EU XI . The sole shareholder of IA XI Ltd and IA EU XI is Holdings. 

The address of the principal business and principal office of each of the Reporting Persons is c/o Insight Partners, 1114 Avenue of the Americas, 36th Floor, New York, New York 10036.

See Item 2(a).

Common Stock, par value $0.0001 per share (“Common Stock”)

91734E101

 

Not applicable.

The information required by Items 4(a)-(c) is set forth in Rows 5-11 of the cover pages hereto for each Reporting Person and is incorporated herein by reference for each such Reporting Person.

Not applicable.

As the general partner of the Fund XI Entities, IA XI LP may be deemed to beneficially own all 21,223,475 shares of Common Stock held directly by the Fund XI Entities. As the general partner of IA XI LP, IA XI Ltd may be deemed to beneficially own all 21,223,475 shares of Common Stock held directly by the Fund XI Entities. As the general partner of EU XI, IA EU XI  may be deemed to beneficially own all 1,212,188 shares of Common Stock held directly by EU XI. As the sole shareholder of IA XI Ltd and IA EU XI, Holdings may be deemed to beneficially own all 21,223,475 shares of Common Stock held directly by the Fund XI Entities and all 1,212,188 shares of Common Stock held directly by EU XI. The foregoing is not an admission by IA XI LP, IA XI Ltd, IA EU XI or Holdings that it is the beneficial owner of the shares held of record by the XI Funds, nor is it an admission by any of the XI Funds that it is the beneficial owner of any shares of Common Stock held by the other of the XI Funds.

Not applicable.

The Reporting Persons are making this single, joint filing because they may be deemed to constitute a “group” within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The agreement among the Reporting Persons to file jointly in accordance with Rule 13d-1(k) of the Exchange Act is attached hereto as Exhibit 99.1. The Reporting Persons disclaim membership in a group and this report shall not be deemed an admission by any of the Reporting Persons that they are or may be members of a “group” for purposes of Rule 13d-5 or for any other purpose.

Not applicable.

Not applicable.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

	INSIGHT HOLDINGS GROUP, LLC
	By:	/s/ Andrew Prodromos
	Name:	Andrew Prodromos
	Title:	Attorney-in-Fact
	INSIGHT ASSOCIATES XI, LTD.
	By:	/s/ Andrew Prodromos
	Name:	Andrew Prodromos
	Title:	Authorized Officer
	INSIGHT ASSOCIATES XI, L.P.
	By:	Insight Associates XI, Ltd., its general partner
	By:	/s/ Andrew Prodromos
	Name:	Andrew Prodromos
	Title:	Authorized Officer
	INSIGHT ASSOCIATES (EU) XI, SARL
	By:	Insight Venture Associates IX, L.P., its general partner
	By:	Insight Venture Associates IX, Ltd., its general partner
	By:	/s/ Andrew Prodromos
	Name:	Andrew Prodromos
	Title:	Authorized Officer
	INSIGHT PARTNERS (CAYMAN) XI, L.P.
	By:	Insight Associates XI, L.P., its general partner
	By:	Insight Associates XI, Ltd., its general partner
	By:	/s/ Andrew Prodromos
	Name:	Andrew Prodromos
	Title:	Authorized Officer

	INSIGHT PARTNERS (DELAWARE) XI, L.P.
	By:	Insight Associates XI, L.P., its general partner
	By:	Insight Associates XI, Ltd., its general partner
	By:	/s/ Andrew Prodromos
	Name:	Andrew Prodromos
	Title:	Authorized Officer
	INSIGHT PARTNERS (EU) XI, S.C.SP.
	By:	By: Insight Associates (EU) XI, S.a.r.l., its general partner
	By:	/s/ Andrew Prodromos
	Name:	Andrew Prodromos
	Title:	Authorized Officer
	INSIGHT PARTNERS XI (CO-INVESTORS) (B), L.P.
	By:	Insight Associates XI, L.P., its general partner
	By:	Insight Associates XI, Ltd., its general partner
	By:	/s/ Andrew Prodromos
	Name:	Andrew Prodromos
	Title:	Authorized Officer
	INSIGHT PARTNERS XI (CO-INVESTORS), L.P.
	By:	Insight Associates XI, L.P., its general partner
	By:	Insight Associates XI, Ltd., its general partner
	By:	/s/ Andrew Prodromos
	Name:	Andrew Prodromos
	Title:	Authorized Officer
	INSIGHT PARTNERS XI, L.P.
	By:	Insight Associates XI, L.P., its general partner
	By:	Insight Associates, Ltd., its general partner
	By:	/s/ Andrew Prodromos
	Name:	Andrew Prodromos
	Title:	Authorized Officer