18/01/2023 - UserTesting Inc.: Statement of Changes in Beneficial Ownership - Form 4

Ownership Submission

FORM 4 Check this box if no longer subject to Section 16, Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN 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

OMB APPROVAL OMB Number:3235-0287Expires:January 31, 2005Estimated average burden hours per response...0.5

1. Name and Address of Reporting Person * StepStone IL Special II, L.P. 2. Issuer Name and Ticker or Trading Symbol UserTesting, Inc. [USER] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 4225 EXECUTIVE SQUARE, SUITE 1600 3. Date of Earliest Transaction (Month/Day/Year) (Street) LA JOLLA CA 90237 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Join/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code 4. Securities Acquired (A) or Disposed of (D) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) 6. Ownership Form: Direct (D) or Indirect (I) 7. Nature of Indirect Beneficial Ownership Code V Amount (A) or (D) Price

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivate Security	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	5. Number of Derivative Securities Acquired (A) or Disposed of (D)	6. Date Exercisable and Expiration Date	7. Title and Amount of Securities Underlying Derivative Security	8. Price of Derivative Security	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s)	10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)	11. Nature of Indirect Beneficial Ownership
Code	V	(A)	(D)	Date Exercisable	Expriation Date	Title	Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Director	10% Owner	Officer	Other
StepStone IL Special II, L.P. 4225 EXECUTIVE SQUARE, SUITE 1600 LA JOLLA, CA90237		X

Signatures

STEPSTONE IL SPECIAL II, L.P., By: StepStone Group LP, its investment manager, By: StepStone Group Holdings LLC, its general partner, By: /s/ Jennifer Y. Ishiguro, Jennifer Y. Ishiguro, Chief Legal Officer & Secretary	2023-01-17
**Signature of Reporting Person	Date

Explanation of Responses:

(*)	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).
(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.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.