SEC Form SC 13G/A filed by UserTesting Inc. (Amendment)
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 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 remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
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 (“Act”) 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).
| 1. |
NAMES OF REPORTING PERSONS
OpenView Management, LLC | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐ (b) ☑ | |||||
| 3. | SEC USE ONLY
| |||||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | SOLE VOTING POWER
0 | ||||
| 6. | SHARED VOTING POWER
0 | |||||
| 7. | SOLE DISPOSITIVE POWER
0 | |||||
| 8. | SHARED DISPOSITIVE POWER
0 | |||||
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 | |||||
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0% | |||||
| 12. | TYPE OF REPORTING PERSON
OO | |||||
| 1. |
NAMES OF REPORTING PERSONS
OpenView General Partner IV, L.P. | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐ (b) ☑ | |||||
| 3. | SEC USE ONLY
| |||||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | SOLE VOTING POWER
0 | ||||
| 6. | SHARED VOTING POWER
0 | |||||
| 7. | SOLE DISPOSITIVE POWER
0 | |||||
| 8. | SHARED DISPOSITIVE POWER
0 | |||||
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 | |||||
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0% | |||||
| 12. | TYPE OF REPORTING PERSON
PN | |||||
| 1. |
NAMES OF REPORTING PERSONS
OpenView Venture Partners IV, L.P. | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐ (b) ☑ | |||||
| 3. | SEC USE ONLY
| |||||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | SOLE VOTING POWER
0 | ||||
| 6. | SHARED VOTING POWER
0 | |||||
| 7. | SOLE DISPOSITIVE POWER
0 | |||||
| 8. | SHARED DISPOSITIVE POWER
0 | |||||
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 | |||||
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0% | |||||
| 12. | TYPE OF REPORTING PERSON
PN | |||||
| 1. |
NAMES OF REPORTING PERSONS
OpenView Affiliates Fund IV, L.P. | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐ (b) ☑ | |||||
| 3. | SEC USE ONLY
| |||||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | SOLE VOTING POWER
0 | ||||
| 6. | SHARED VOTING POWER
0 | |||||
| 7. | SOLE DISPOSITIVE POWER
0 | |||||
| 8. | SHARED DISPOSITIVE POWER
0 | |||||
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 | |||||
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0% | |||||
| 12. | TYPE OF REPORTING PERSON
PN | |||||
| Item 1. |
Issuer | |||||
| (a) |
Name of Issuer: | |||||
| UserTesting, Inc. (the “Issuer”) | ||||||
| (b) |
Address of Issuer’s Principal Executive Offices: | |||||
| 144 Townsend Street San Francisco, CA 94107 | ||||||
| Item 2. |
Filing Person | |||||
| (a) – (c) |
Name of Persons Filing; Address; Citizenship: | |||||
| (i) OpenView Management, LLC, a Delaware limited liability company (“OVM LLC”);
(ii) OpenView General Partner IV, L.P., a Delaware limited partnership (“OGP IV LP”);
(iii) OpenView Venture Partners IV, L.P., a Delaware limited partnership (“OV IV LP”); and
(iv) OpenView Affiliates Fund IV, L.P., a Delaware limited partnership (“OAF IV LP”).
The address of the principal business office of each of the reporting persons is 303 Congress Street, 7th Floor, Boston, MA 02210. | ||||||
| (d) |
Title of Class of Securities: | |||||
| Common stock, $0.0001 par value per share, (the “Common Stock”) | ||||||
| (e) |
CUSIP Number:
91734E 101 | |||||
| Item 3. |
If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a: | |||||
| (a) |
☐ |
Broker or dealer registered under Section 15 of the Act; | ||||
| (b) |
☐ |
Bank as defined in Section 3(a)(6) of the Act; | ||||
| (c) |
☐ |
Insurance company as defined in Section 3(a)(19) of the Act; | ||||
| (d) |
☐ |
Investment company registered under Section 8 of the Investment Company Act of 1940; | ||||
| (e) |
☐ |
An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); | ||||
| (f) |
☐ |
An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F); | ||||
| (g) |
☐ |
A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G); | ||||
| (h) |
☐ |
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | ||||
| (i) |
☐ |
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940; | ||||
| (j) |
☐ |
A non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J); | ||||
| (k) |
☐ |
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution: | ||||
| If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution: | ||||||
| Item 4. |
Ownership. | |||
| (a) and (b) | Amount beneficially owned: | |||
| (i) OVM LLC may be deemed to beneficially own zero shares of Common Stock, consisting of zero shares of Common Stock held by OV IV LP and zero shares of Common Stock held by OAF IV LP, which in the aggregate represents approximately 0.0% of the outstanding Common Stock. | ||||
| (ii) OGV IV LP may be deemed to beneficially own zero shares of Common Stock, consisting of zero shares of Common Stock held by OV IV LP and zero shares of Common Stock held by OAF IV LP, which in the aggregate represents approximately 0.0% of the outstanding Common Stock. | ||||
| (iii) OV IV LP directly owns zero shares of Common Stock, which represents approximately 0.0% of the outstanding Common Stock. | ||||
| (iv) OAF IV LP directly owns zero shares of Common Stock, which represents approximately 0.0% of the outstanding Common Stock. | ||||
| (c) | Number of shares as to which such person has: | |||
| Number of Shares of Common Stock | ||||||||||||||||
| Reporting Person |
(i) | (ii) | (iii) | (iv) | ||||||||||||
| OVM LLC |
0 | 0 | 0 | 0 | ||||||||||||
| OGP IV LP |
0 | 0 | 0 | 0 | ||||||||||||
| OV IV LP |
0 | 0 | 0 | 0 | ||||||||||||
| OAF IV LP |
0 | 0 | 0 | 0 | ||||||||||||
| (i) Sole power to vote or direct the vote
(ii) Shared power to vote or to direct the vote
(iii) Sole power to dispose or to direct the disposition of
(iv) Shared power to dispose or to direct the disposition of | ||||
| Item 5. | Ownership of Five Percent or Less of a Class. | |||
| If this statement is being filed to report the fact that as of the date hereof the reporting persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following. ☒ | ||||
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person. | |||
| Not applicable. | ||||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |||
| Not applicable. | ||||
| Item 8. | Identification and Classification of Members of the Group. | |||
| Not applicable. | ||||
| Item 9. | Notice of Dissolution of Group. | |||
| Not applicable. | ||||
| Item 10. | Certification. | |||
| 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.
Date: February 10, 2023
| OPENVIEW MANAGEMENT, LLC |
| /s/ Rufus C. King |
| Rufus C. King, Attorney-in-Fact |
| OPENVIEW GENERAL PARTNER IV, L.P. |
| By: OpenView Management, LLC, general partner |
| /s/ Rufus C. King |
| Rufus C. King, Attorney-in-Fact |
| OPENVIEW AFFILIATES FUND IV, L.P. |
| By: OpenView General Partner IV, L.P., general partner |
| By: OpenView Management, LLC, general partner |
| /s/ Rufus C. King |
| Rufus C. King, Attorney-in-Fact |
| OPENVIEW VENTURE PARTNERS IV, L.P. |
| By: OpenView General Partner IV, L.P., general partner |
| By: OpenView Management, LLC, general partner |
| /s/ Rufus C. King |
| Rufus C. King, Attorney-in-Fact |