4//SEC Filing
Wong Alexander 4
Accession 0001209191-23-003372
CIK 0001557127other
Filed
Jan 12, 7:00 PM ET
Accepted
Jan 13, 7:19 PM ET
Size
8.9 KB
Accession
0001209191-23-003372
Insider Transaction Report
Form 4
Wong Alexander
Director
Transactions
- Disposition to Issuer
Common Stock
2023-01-12−1,652,107→ 0 total - Disposition to Issuer
Restricted Stock Units
2023-01-12−17,209→ 0 total→ Common Stock (17,209 underlying)
Footnotes (4)
- [F1]On October 26, 2022, UserTesting, Inc., a Delaware corporation (the "Issuer" or 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 (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 (the "Merger Consideration"), less any applicable withholding taxes.
- [F2]Each Restricted Stock Unit ("RSU") represents a contingent right to receive one (1) share of the Issuer's Common Stock upon settlement for no consideration.
- [F3]The RSUs shall vest as to 25% of the total shares quarterly, commencing August 15, 2022, with the remainder of shares vesting on each subsequent November 15, 2022, February 15, 2023, and May 15, 2023, subject to the Reporting Person's continued service to the Issuer on each vesting date.
- [F4]Pursuant to the Merger Agreement, each RSU (whether vested or unvested) held by a non-employee member of the Company's board of directors is considered a vested RSU (a "Vested RSU") and was automatically cancelled and converted into the right to receive an amount in cash, without interest, equal to the product obtained by multiplying (x) the total number of shares of Common Stock underlying such Vested RSU by (y) the Merger Consideration, subject to applicable withholding taxes.
Documents
Issuer
UserTesting, Inc.
CIK 0001557127
Entity typeother
Related Parties
1- filerCIK 0001887968
Filing Metadata
- Form type
- 4
- Filed
- Jan 12, 7:00 PM ET
- Accepted
- Jan 13, 7:19 PM ET
- Size
- 8.9 KB