secwatch / observer
8-K filed January 12, 2023, 6:59 PM ET CIK 0001557127
M&A confidence high sentiment neutral materiality 1.00

UserTesting, Inc.: M&A transaction — Thoma Bravo and Sunstone complete $1.3B acquisition of UserTesting at $7.50/share

UserTesting, Inc.

item 2.01item 3.01item 3.03item 5.01item 5.02item 5.03item 5.07item 8.01item 9.01

Executive movements

Machine-extracted from this filing. Every card cites the SEC source. See all recent executive movements.

Departed

Andrew Braccia

Director
UserTesting, Inc.
Filed
January 12, 2023, 6:59 PM ET
Pursuant to the Merger Agreement, at the Effective Time, each of Andy MacMillan, Darrell Benatar, Andrew Braccia, Tatyana Mamut, Shannon Nash, Cynthia Russo and Alexander Wong ceased to be directors of the Company and members of any committee of the Board, and the directors of Merger Sub immediately prior to the Effective Time became the directors of the Company.
Departed

Tatyana Mamut

Director
UserTesting, Inc.
Filed
January 12, 2023, 6:59 PM ET
Pursuant to the Merger Agreement, at the Effective Time, each of Andy MacMillan, Darrell Benatar, Andrew Braccia, Tatyana Mamut, Shannon Nash, Cynthia Russo and Alexander Wong ceased to be directors of the Company and members of any committee of the Board, and the directors of Merger Sub immediately prior to the Effective Time became the directors of the Company.
Departed

Cynthia Russo

Director
UserTesting, Inc.
Filed
January 12, 2023, 6:59 PM ET
Pursuant to the Merger Agreement, at the Effective Time, each of Andy MacMillan, Darrell Benatar, Andrew Braccia, Tatyana Mamut, Shannon Nash, Cynthia Russo and Alexander Wong ceased to be directors of the Company and members of any committee of the Board, and the directors of Merger Sub immediately prior to the Effective Time became the directors of the Company.
Departed

Shannon Nash

Director
UserTesting, Inc.
Filed
January 12, 2023, 6:59 PM ET
Pursuant to the Merger Agreement, at the Effective Time, each of Andy MacMillan, Darrell Benatar, Andrew Braccia, Tatyana Mamut, Shannon Nash, Cynthia Russo and Alexander Wong ceased to be directors of the Company and members of any committee of the Board, and the directors of Merger Sub immediately prior to the Effective Time became the directors of the Company.
Departed

Darrell Benatar

Director
UserTesting, Inc.
Filed
January 12, 2023, 6:59 PM ET
Pursuant to the Merger Agreement, at the Effective Time, each of Andy MacMillan, Darrell Benatar, Andrew Braccia, Tatyana Mamut, Shannon Nash, Cynthia Russo and Alexander Wong ceased to be directors of the Company and members of any committee of the Board, and the directors of Merger Sub immediately prior to the Effective Time became the directors of the Company.
Departed

Andy MacMillan

Director
UserTesting, Inc.
Filed
January 12, 2023, 6:59 PM ET
Pursuant to the Merger Agreement, at the Effective Time, each of Andy MacMillan, Darrell Benatar, Andrew Braccia, Tatyana Mamut, Shannon Nash, Cynthia Russo and Alexander Wong ceased to be directors of the Company and members of any committee of the Board, and the directors of Merger Sub immediately prior to the Effective Time became the directors of the Company.
Departed

Alexander Wong

Director
UserTesting, Inc.
Filed
January 12, 2023, 6:59 PM ET
Pursuant to the Merger Agreement, at the Effective Time, each of Andy MacMillan, Darrell Benatar, Andrew Braccia, Tatyana Mamut, Shannon Nash, Cynthia Russo and Alexander Wong ceased to be directors of the Company and members of any committee of the Board, and the directors of Merger Sub immediately prior to the Effective Time became the directors of the Company.

Key facts

Extracted from this filing and checked against the source text.

Executive change SEC 8-K Item 5.02 confidence 0.95

Andrew Braccia departed as Director at UserTesting, Inc..

Action
ceased
Role
Director
Exact text from the filing
Pursuant to the Merger Agreement, at the Effective Time, each of Andy MacMillan, Darrell Benatar, Andrew Braccia, Tatyana Mamut, Shannon Nash, Cynthia Russo and Alexander Wong ceased to be directors of the Company and members of any committee of the Board, and the directors of Merger Sub immediately prior to the Effective Time became the directors of the Company.
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.95

Tatyana Mamut departed as Director at UserTesting, Inc..

Action
ceased
Role
Director
Exact text from the filing
Pursuant to the Merger Agreement, at the Effective Time, each of Andy MacMillan, Darrell Benatar, Andrew Braccia, Tatyana Mamut, Shannon Nash, Cynthia Russo and Alexander Wong ceased to be directors of the Company and members of any committee of the Board, and the directors of Merger Sub immediately prior to the Effective Time became the directors of the Company.
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.95

Cynthia Russo departed as Director at UserTesting, Inc..

Action
ceased
Role
Director
Exact text from the filing
Pursuant to the Merger Agreement, at the Effective Time, each of Andy MacMillan, Darrell Benatar, Andrew Braccia, Tatyana Mamut, Shannon Nash, Cynthia Russo and Alexander Wong ceased to be directors of the Company and members of any committee of the Board, and the directors of Merger Sub immediately prior to the Effective Time became the directors of the Company.
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.95

Shannon Nash departed as Director at UserTesting, Inc..

Action
ceased
Role
Director
Exact text from the filing
Pursuant to the Merger Agreement, at the Effective Time, each of Andy MacMillan, Darrell Benatar, Andrew Braccia, Tatyana Mamut, Shannon Nash, Cynthia Russo and Alexander Wong ceased to be directors of the Company and members of any committee of the Board, and the directors of Merger Sub immediately prior to the Effective Time became the directors of the Company.
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.95

Darrell Benatar departed as Director at UserTesting, Inc..

Action
ceased
Role
Director
Exact text from the filing
Pursuant to the Merger Agreement, at the Effective Time, each of Andy MacMillan, Darrell Benatar, Andrew Braccia, Tatyana Mamut, Shannon Nash, Cynthia Russo and Alexander Wong ceased to be directors of the Company and members of any committee of the Board, and the directors of Merger Sub immediately prior to the Effective Time became the directors of the Company.
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.95

Andy MacMillan departed as Director at UserTesting, Inc..

Action
ceased
Role
Director
Exact text from the filing
Pursuant to the Merger Agreement, at the Effective Time, each of Andy MacMillan, Darrell Benatar, Andrew Braccia, Tatyana Mamut, Shannon Nash, Cynthia Russo and Alexander Wong ceased to be directors of the Company and members of any committee of the Board, and the directors of Merger Sub immediately prior to the Effective Time became the directors of the Company.
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.95

Alexander Wong departed as Director at UserTesting, Inc..

Action
ceased
Role
Director
Exact text from the filing
Pursuant to the Merger Agreement, at the Effective Time, each of Andy MacMillan, Darrell Benatar, Andrew Braccia, Tatyana Mamut, Shannon Nash, Cynthia Russo and Alexander Wong ceased to be directors of the Company and members of any committee of the Board, and the directors of Merger Sub immediately prior to the Effective Time became the directors of the Company.
View on SEC.gov
Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

UserTesting, Inc.: Certificate of incorporation was amended and restated in its entirety.

Change
charter amendment
Exact text from the filing
upon the Effective Time, the Company’s certificate of incorporation and bylaws were amended and restated in their entirety.
View on SEC.gov
Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

UserTesting, Inc.: Bylaws were amended and restated in their entirety.

Change
bylaw amendment
Exact text from the filing
upon the Effective Time, the Company’s certificate of incorporation and bylaws were amended and restated in their entirety.
View on SEC.gov
M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.9

UserTesting, Inc. underwent a change of control involving Thunder Holdings, LLC (affiliates of Thoma Bravo) and Sunstone Partners for $7.50 per share in cash (closed 2023-01-12).

Action
change of control
Counterparty
Thunder Holdings, LLC (affiliates of Thoma Bravo) and Sunstone Partners
Consideration
$7.50 per share in cash
Closing
2023-01-12
Exact text from the filing
stockholders at the Special Meeting of Stockholders held on January 10, 2023. With the completion of the transaction, UserTesting stockholders are entitled to receive $7.50 per share in cash for each share of UserTesting common stock they owned. UserTesting’s common stock has ceased trading and will be delisted from the New York Stock Exchange. As
View on SEC.gov
Shareholder Votes SEC 8-K Item 5.07 confidence 0.95

UserTesting, Inc. shareholders approved Adopt the Merger Agreement at the 2023-01-10 meeting.

Proposal
merger approval
Outcome
passed
Meeting
2023-01-10
Exact text from the filing
The following votes were cast at the Special Meeting (in person or by proxy) and the Merger Agreement Proposal was approved: Votes For Votes Against Abstentions 122,477,977 4,629,647 38,639
View on SEC.gov

Browse all governance changes →

Source: SEC EDGAR
accession 0001104659-23-003385
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