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. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Wong Alexander
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)
(Last)          (First)          (Middle)

144 TOWNSEND STREET
3. Date of Earliest Transaction (MM/DD/YYYY)

5/6/2022
(Street)

SAN FRANCISCO, CA 94107
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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)
Code V Amount (A) or (D) Price
Common Stock 5/6/2022  J(1)  11624466 D$0.00 0 I By Topiary Capital Fund I, LP (2)
Common Stock 5/6/2022  J(3)  1953387 A$0.00 1953387 I By Topiary Capital Fund I GP (4)
Common Stock 5/6/2022  J(5)  1953387 D$0.00 0 I By Topiary Capital Fund I GP (4)
Common Stock 5/6/2022  J(6)  1634897 A$0.00 1634897 D  

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date7. 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares

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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Wong Alexander
144 TOWNSEND STREET
SAN FRANCISCO, CA 94107
X



Signatures
/s/ Ambyr O'Donnell as attorney-in-fact for Alexander Wong5/10/2022
**Signature of Reporting PersonDate


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 control number.
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