Sec Form 13G Filing - OpenView Management LLC filing for UserTesting Inc. (USER) - 2022-02-09

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.

  NAMES OF REPORTING PERSONS

  OpenView Management, LLC

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☒

  SEC USE ONLY

  CITIZENSHIP OR PLACE OF ORGANIZATION

  Delaware

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  9,159,154

  SHARED VOTING POWER

  0

  SOLE DISPOSITIVE POWER

  9,159,154

  SHARED DISPOSITIVE POWER

  0

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  9,159,154

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

  7.0% (1)

  TYPE OF REPORTING PERSON

  OO

The percent of class is calculated based on 130,852,135 shares of common stock outstanding as of September 30, 2021, as disclosed in the Issuer’s final prospectus, filed pursuant to Rule 424B4, as filed with the Securities and Exchange Commission on November 17, 2021.

  NAMES OF REPORTING PERSONS

  OpenView General Partner IV, L.P.

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☒

  SEC USE ONLY

  CITIZENSHIP OR PLACE OF ORGANIZATION

  Delaware

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  9,159,154

  SHARED VOTING POWER

  0

  SOLE DISPOSITIVE POWER

  9,159,154

  SHARED DISPOSITIVE POWER

  0

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  9,159,154

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

  7.0% (1)

  TYPE OF REPORTING PERSON

  PN

  NAMES OF REPORTING PERSONS

  OpenView Venture Partners IV, L.P.

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☒

  SEC USE ONLY

  CITIZENSHIP OR PLACE OF ORGANIZATION

  Delaware

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  8,869,202

  SHARED VOTING POWER

  0

  SOLE DISPOSITIVE POWER

  8,869,202

  SHARED DISPOSITIVE POWER

  0

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  8,869,202

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

  6.8% (1)

  TYPE OF REPORTING PERSON

  PN

  NAMES OF REPORTING PERSONS

  OpenView Affiliates Fund IV, L.P.

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☒

  SEC USE ONLY

  CITIZENSHIP OR PLACE OF ORGANIZATION

  Delaware

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  289,952

  SHARED VOTING POWER

  0

  SOLE DISPOSITIVE POWER

  289,952

  SHARED DISPOSITIVE POWER

  0

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  289,952

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

  0.2% (1)

  TYPE OF REPORTING PERSON

  PN

Issuer

Address of Issuer’s Principal Executive Offices:

Filing Person

OpenView Management, LLC, a Delaware limited liability company (“OVM LLC”);

OpenView General Partner IV, L.P., a Delaware limited partnership (“OGP IV LP”);

OpenView Venture Partners IV, L.P., a Delaware limited partnership (“OV IV LP”); and

OpenView Affiliates Fund IV, L.P., a Delaware limited partnership (“OAF IV LP”).

Title of Class of Securities:

CUSIP Number:

If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

☐ Broker or dealer registered under Section 15 of the Act;

☐ Bank as defined in Section 3(a)(6) of the Act;

☐ Insurance company as defined in Section 3(a)(19) of the Act;

☐ Investment company registered under Section 8 of the Investment Company Act of 1940;

☐ An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);

☐ An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);

☐ A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);

☐ A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

☐ 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;

☐ A non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J);

☐ 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:

Ownership.

OVM LLC may be deemed to beneficially own 9,159,154 shares of Common Stock, consisting of 8,869,202 shares of Common Stock held by OV IV LP and 289,952 shares of Common Stock held by OAF IV LP, which in the aggregate represents approximately 7.0% of the outstanding Common Stock.

OGV IV LP may be deemed to beneficially own 9,159,154 shares of Common Stock, consisting of 8,869,202 shares of Common Stock held by OV IV LP and 289,952 shares of Common Stock held by OAF IV LP, which in the aggregate represents approximately 7.0% of the outstanding Common Stock.

OV IV LP directly owns 8,869,202 shares of Common Stock, which represents approximately 6.8% of the outstanding Common Stock.

OAF IV LP directly owns 289,952 shares of Common Stock, which represents approximately 0.2% of the outstanding Common Stock.

Number of shares as to which such person has:

Reporting Person

OVM LLC

OGP IV LP

OV IV LP

OAF IV LP

Sole power to vote or direct the vote

Shared power to vote or to direct the vote

Sole power to dispose or to direct the disposition of

Shared power to dispose or to direct the disposition of

Ownership of Five Percent or Less of a Class.

Ownership of More than Five Percent on Behalf of Another Person.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

Identification and Classification of Members of the Group.

Notice of Dissolution of Group.

Certification.