Amplitude, Inc. — Director's Dealing 2021

Nov 15, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Amplitude, Inc. (AMPL)
CIK: 0001866692
Period of Report: 2021-11-11

Reporting Person: Battery Management Corp. (10% Owner)
Reporting Person: BROWN MICHAEL MAURICE (10% Owner)
Reporting Person: Feldman Jesse (10% Owner)
Reporting Person: FLEISCHER RUSSELL L (10% Owner)
Reporting Person: Lee Roger H (10% Owner)
Reporting Person: Stoner Chelsea R. (10% Owner)
Reporting Person: Thakker Dharmesh (10% Owner)
Reporting Person: TOBIN SCOTT R (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-11-11	Class A Common Stock	J	27000	$0.00	Disposed	46373	Indirect
2021-11-11	Class A Common Stock	J	582572	$0.00	Disposed	1000604	Indirect
2021-11-11	Class A Common Stock	J	605256	$0.00	Disposed	1039566	Indirect
2021-11-11	Class A Common Stock	J	153928	$0.00	Disposed	264382	Indirect
2021-11-11	Class A Common Stock	J	131244	$0.00	Disposed	225420	Indirect
2021-11-11	Class A Common Stock	J	151049	$0.00	Acquired	151049	Indirect
2021-11-11	Class A Common Stock	J	151049	$0.00	Disposed	0	Indirect
2021-11-11	Class A Common Stock	J	151049	$0.00	Acquired	151049	Indirect
2021-11-11	Class A Common Stock	J	151049	$0.00	Disposed	0	Indirect
2021-11-11	Class A Common Stock	J	25546	$0.00	Acquired	25546	Direct
2021-11-11	Class A Common Stock	J	8742	$0.00	Acquired	8742	Indirect
2021-11-12	Class A Common Stock	S	25546	$73.35	Disposed	0	Direct
2021-11-12	Class A Common Stock	S	8742	$73.35	Disposed	0	Indirect

Footnotes

F1: Represents a pro rata, in-kind distribution, and not a purchase or sale of securities, by Battery Investment Partners XI, LLC to its members without additional consideration.

F2: Shares held by Battery Investment Partners XI, LLC ("BIP XI"). Battery Partners XI, LLC ("BP XI") is the managing member of BIP XI and may be deemed to beneficially own the shares held by BIP XI. BP XI's investment adviser is Battery Management Corp. Neeraj Agrawal, Michael Brown, Jesse Feldman, Russell Fleischer, Roger Lee, Chelsea Stoner, Dharmesh Thakker, and Scott Tobin (collectively the "BP XI Managing Members") are the managing members of BP XI and may be deemed to share voting and dispositive power over the securities held by BIP XI. Each of the reporting persons disclaims beneficial ownership of these securities except to the extent of his, her or its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 of for any other purpose. Mr. Agrawal is a director of the Issuer and files separate Section 16 reports.

F3: Represents a pro rata, in-kind distribution, and not a purchase or sale of securities, by Battery Ventures XI-A, L.P. to its general partner and limited partners without additional consideration.

F4: Shares held by Battery Ventures XI-A, L.P. ("BV XI-A"). BP XI is the general partner of BV XI-A and may be deemed to beneficially own the shares held by BV XI-A. BP XI's investment adviser is Battery Management Corp. The BP XI Managing Members are the managing members of BP XI and may be deemed to share voting and dispositive power over the securities held by BP XI-A. Each of the reporting persons disclaims beneficial ownership of these securities except to the extent of his, her or its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 of for any other purpose. Mr. Agrawal is a director of the Issuer and files separate Section 16 reports.

F5: Represents a pro rata, in-kind distribution, and not a purchase or sale of securities, by Battery Ventures XI-A Side Fund, L.P. to its general partner and limited partners without additional consideration.

F6: Shares held by Battery Ventures XI-A Side Fund, L.P. ("BV XI-A SF"). Battery Partners XI Side Fund, LLC ("BP XI SF") is the general partner of BV XI-A SF and may be deemed to beneficially own the shares held by BV XI-A SF. BP XI SF's investment adviser is Battery Management Corp. The BP XI Managing Members are the managing members of BP XI SF and may be deemed to share voting and dispositive power over the securities held by BP XI-A SF. Each of the reporting persons disclaims beneficial ownership of these securities except to the extent of his, her or its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 of for any other purpose. Mr. Agrawal is a director of the Issuer and files separate Section 16 reports.

F7: Represents a pro rata, in-kind distribution, and not a purchase or sale of securities, by Battery Ventures XI-B, L.P. to its general partner and limited partners without additional consideration.

F8: Shares held by Battery Ventures XI-B, L.P. ("BV XI-B"). BP XI is the general partner of BV XI-B and may be deemed to beneficially own the shares held by BV XI-B. BP XI 's investment adviser is Battery Management Corp. The BP XI Managing Members are the managing members of BP XI and may be deemed to share voting and dispositive power over the securities held by BP XI-B. Each of the reporting persons disclaims beneficial ownership of these securities except to the extent of his, her or its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 of for any other purpose. Mr. Agrawal is a director of the Issuer and files separate Section 16 reports.

F9: Represents a pro rata, in-kind distribution, and not a purchase or sale of securities, by Battery Ventures XI-B Side Fund, L.P. to its general partner and limited partners without additional consideration.

F10: Shares held by Battery Ventures XI-B Side Fund, L.P. ("BV XI-B SF"). BP XI SF is the general partner of BV XI-B SF and may be deemed to beneficially own the shares held by BV XI-B SF. BP XI SF's investment adviser is Battery Management Corp. The BP XI Managing Members are the managing members of BP XI SF and may be deemed to share voting and dispositive power over the securities held by BP XI-B SF. Each of the reporting persons disclaims beneficial ownership of these securities except to the extent of his, her or its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 of for any other purpose. Mr. Agrawal is a director of the Issuer and files separate Section 16 reports.

F11: Represents receipt of shares in the distribution in kind described in footnotes (1), (3) and (7).

F12: Shares held by BP XI. BP XI's investment adviser is Battery Management Corp. The BP XI Managing Members are the managing members of BP XI and may be deemed to share voting and dispositive power over the securities held by BP XI. Each of the reporting persons disclaims beneficial ownership of these securities except to the extent of his, her or its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 of for any other purpose. Mr. Agrawal is a director of the Issuer and files separate Section 16 reports.

F13: Represents a pro rata, in-kind distribution, and not a purchase or sale of securities, by BP XI to its members without consideration.

F14: Represents receipt of shares in the distribution in kind described in footnotes (5) and (9).

F15: Shares held by BP XI SF. BP XI SF's investment adviser is Battery Management Corp. The BP XI Managing Members are the managing members of BP XI SF and may be deemed to share voting and dispositive power over the securities held by BP XI. Each of the reporting persons disclaims beneficial ownership of these securities except to the extent of his, her or its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 of for any other purpose. Mr. Agrawal is a director of the Issuer and files separate Section 16 reports.

F16: Represents a pro rata, in-kind distribution, and not a purchase or sale of securities, by BP XI SF to its members without consideration.

F17: Represents receipt of shares in the distribution in kind described in footnotes (13) and (16).

F18: Shares are held by Michael M. Brown

F19: Shares are held by The Michael M. Brown Irrevocable GST Trust of 2013 (the "Trust"), of which the Reporting Person's spouse is the trustee. Michael M. Brown disclaims beneficial ownership of the shares held by the Trust except to the extent of his proportionate pecuniary interest therein.

F20: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $73.31 to $73.36 inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.