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

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Accel Growth Fund III Associates L.L.C.
  2. Issuer Name and Ticker or Trading Symbol
UserTesting, Inc. [USER]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
500 UNIVERSITY AVENUE
3. Date of Earliest Transaction (Month/Day/Year)
11/19/2021
(Street)

PALO ALTO, CA 94301
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ 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
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction 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 11/19/2021   C   17,679,037 A $ 0 (1) 17,679,037 I By Accel Growth Fund III LP (2)
Common Stock 11/19/2021   C   2,475,925 A $ 0 (1) 20,154,962 I By Accel Growth Fund III LP (2)
Common Stock 11/19/2021   C   2,585,433 A $ 0 (1) 22,740,395 I By Accel Growth Fund III LP (2)
Common Stock 11/19/2021   C   3,987,103 A $ 0 (1) 26,727,498 I By Accel Growth Fund III LP (2)
Common Stock 11/19/2021   C   834,640 A $ 0 (1) 834,640 I By Accel Growth Fund III Strategic Partners LP (3)
Common Stock 11/19/2021   C   116,891 A $ 0 (1) 951,531 I By Accel Growth Fund III Strategic Partners LP (3)
Common Stock 11/19/2021   C   122,060 A $ 0 (1) 1,073,591 I By Accel Growth Fund III Strategic Partners LP (3)
Common Stock 11/19/2021   C   188,234 A $ 0 (1) 1,261,825 I By Accel Growth Fund III Strategic Partners LP (3)
Common Stock 11/19/2021   C   1,171,254 A $ 0 (1) 1,171,254 I By Accel Growth Fund Investors 2014 LLC (4)
Common Stock 11/19/2021   C   164,028 A $ 0 (1) 1,335,282 I By Accel Growth Fund Investors 2014 LLC (4)
Common Stock 11/19/2021   C   171,287 A $ 0 (1) 1,506,569 I By Accel Growth Fund Investors 2014 LLC (4)
Common Stock 11/19/2021   C   264,149 A $ 0 (1) 1,770,718 I By Accel Growth Fund Investors 2014 LLC (4)

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
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
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series C Convertible Preferred Stock (1) 11/19/2021   C     17,679,037   (1)   (1) Common Stock 17,679,037.00 $ 0 0 I By Accel Growth Fund III LP (2)
Series D Convertible Preferred Stock (1) 11/19/2021   C     2,475,925   (1)   (1) Common Stock 2,475,925.00 $ 0 0 I By Accel Growth Fund III LP (2)
Series E Convertible Preferred Stock (1) 11/19/2021   C     2,585,433   (1)   (1) Common Stock 2,585,433.00 $ 0 0 I By Accel Growth Fund III LP (2)
Series F Convertible Preferred Stock (1) 11/19/2021   C     3,987,103   (1)   (1) Common Stock 3,987,103.00 $ 0 0 I By Accel Growth Fund III LP (2)
Series C Convertible Preferred Stock (1) 11/19/2021   C     834,640   (1)   (1) Common Stock 834,640.00 $ 0 0 I By Accel Growth Fund III Strategic Partners LP (3)
Series D Convertible Preferred Stock (1) 11/19/2021   C     116,891   (1)   (1) Common Stock 116,891.00 $ 0 0 I By Accel Growth Fund III Strategic Partners LP (3)
Series E Convertible Preferred Stock (1) 11/19/2021   C     122,060   (1)   (1) Common Stock 122,060.00 $ 0 0 I By Accel Growth Fund III Strategic Partners LP (3)
Series F Convertible Preferred Stock (1) 11/19/2021   C     188,234   (1)   (1) Common Stock 188,234.00 $ 0 0 I By Accel Growth Fund III Strategic Partners LP (3)
Series C Convertible Preferred Stock (1) 11/19/2021   C     1,171,254   (1)   (1) Common Stock 1,171,254.00 $ 0 0 I By Accel Growth Fund Investors 2014 L.L.C. (4)
Series D Convertible Preferred Stock (1) 11/19/2021   C     164,028   (1)   (1) Common Stock 164,028.00 $ 0 0 I By Accel Growth Fund Investors 2014 L.L.C. (4)
Series E Convertible Preferred Stock (1) 11/19/2021   C     171,287   (1)   (1) Common Stock 171,287.00 $ 0 0 I By Accel Growth Fund Investors 2014 L.L.C. (4)
Series F Convertible Preferred Stock (1) 11/19/2021   C     264,149   (1)   (1) Common Stock 264,149.00 $ 0 0 I By Accel Growth Fund Investors 2014 L.L.C. (4)

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Accel Growth Fund III Associates L.L.C.
500 UNIVERSITY AVENUE
PALO ALTO, CA 94301
    X    
Accel Growth Fund III L.P.
500 UNIVERSITY AVENUE
PALO ALTO, CA 94301
    X    
Accel Growth Fund III Strategic Partners L.P.
500 UNIVERSITY AVENUE
PALO ALTO, CA 94301
    X    
Accel Growth Fund Investors 2014 L.L.C.
500 UNIVERSITY AVENUE
PALO ALTO, CA 94301
    X    

Signatures

 /s/ TRACY L. SEDLOCK, as attorney-in-fact for Accel Growth Fund III LP   11/22/2021
**Signature of Reporting Person Date

 /s/ TRACY L. SEDLOCK, as attorney-in-fact for Accel Growth Fund III Strategic Partners LP   11/22/2021
**Signature of Reporting Person Date

 /s/ TRACY L. SEDLOCK, as attorney-in-fact for Accel Growth Fund Investors 2014 L.L.C.   11/22/2021
**Signature of Reporting Person Date

 /s/ TRACY L. SEDLOCK, as attorney-in-fact for Accel Growth Fund III Associates L.L.C.   11/22/2021
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Each share of the Issuer's Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock and Series F Preferred Stockautomatically converted into one (1) share of the Issuer's Common Stock, for no additional consideration, immediately prior to the closing of theIssuer's initial public offering of Common Stock (the "IPO") and had no expiration date.
(2) The reported securities are held by the Accel Growth Fund III LP ("Accel III"). Accel Growth Fund III Associates L.L.C. ("Accel GrowthAssociates") is the general partner of Accel III. Accel Growth Associates has sole voting and dispositive power with regard to the securities heldby Accel III. Andrew Braccia, Sameer Gandhi, Ping Li, Tracy Sedlock, Ryan Sweeney and Richard Wong are the managing members of AccelGrowth Associates and therefore may be deemed to also share voting and dispositive power with regard to the securities held by Accel III. Eachof Accel Growth Associates and each such individual disclaims beneficial ownership over the securities held by Accel III except to the extent ofits or such individual's pecuniary interest therein, if any, and this report shall not be deemed an admission that such entity or individual is thebeneficial owner of such securities for purposes of Section 16 or any other purpose.
(3) The reported securities are held by the Accel Growth Fund III Strategic Partners LP ("Accel III Partners"). Accel Growth Associates has solevoting and dispositive power with regard to the securities held by Accel III Partners. Andrew Braccia, Sameer Gandhi, Ping Li, Tracy Sedlock,Ryan Sweeney and Richard Wong are the managing members of Accel Growth Associates and therefore may be deemed to also share votingand dispositive power with regard to the securities held by Accel III Partners. Each of Accel Growth Associates and each such individualdisclaims beneficial ownership over the securities held by Accel III Partners except to the extent of its or such individual's pecuniary interesttherein, if any, and this report shall not be deemed an admission that such entity or individual is the beneficial owner of such securities forpurposes of Section 16 or any other purpose.
(4) The reported securities are held by Accel Growth Fund Investors 2014 L.L.C. ("Accel 2014"). Andrew Braccia, Sameer Gandhi, Ping Li, TracySedlock, Ryan Sweeney and Richard Wong are the managing members of Accel 2014 and therefore may be deemed to share voting anddispositive power with regard to the securities held by Accel 2014. Each of such individuals disclaims beneficial ownership over the securitiesheld by Accel 2014 except to the extent of such individual's pecuniary interest therein, if any, and this report shall not be deemed an admissionthat such entity or individual is the beneficial owner of such securities for purposes of Section 16 or any other purpose.

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