Amplitude, Inc. — Director's Dealing 2021

Oct 1, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Amplitude, Inc. (AMPL)
CIK: 0001866692
Period of Report: 2021-09-28

Reporting Person: Benchmark Capital Management Co. VIII, L.L.C. (10% Owner)
Reporting Person: Benchmark Capital Partners VIII, L.P. (10% Owner)
Reporting Person: Benchmark Founders' Fund VIII, L.P. (10% Owner)
Reporting Person: Benchmark Founders' Fund VIII-B, L.P. (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-09-28	Class A Common Stock	S	600000	$50.00	Disposed	926430	Indirect
2021-09-28	Class A Common Stock	S	200000	$53.2763	Disposed	726430	Indirect
2021-09-28	Class A Common Stock	S	200000	$54.2026	Disposed	526430	Indirect
2021-09-28	Class A Common Stock	C	1473570	—	Acquired	2000000	Indirect
2021-09-28	Class A Common Stock	J	2000000	—	Disposed	0	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-09-28	Class B Common Stock	$	C	1473570	Disposed		Class A Common Stock (1473570)	Indirect

Footnotes

F1: Shares are held directly by Benchmark Capital Partners VIII, L.P. ("BCP VIII") for itself and as nominee for Benchmark Founders' Fund VIII, L.P. ("BFF VIII") and Benchmark Founders' Fund VIII-B, L.P. ("BFF VIII-B"). Benchmark Capital Management Co. VIII, L.L.C. ("BCMC VIII"), the general partner of BCP VIII, BFF VIII and BFF VIII-B, may be deemed to have sole voting and dispositive power over the securities. Eric Vishria, a member of the Issuer's board of directors, Matthew R. Cohler, Peter H. Fenton, J. William Gurley, An-Yen Hu, Mitchell H. Lasky, Chetan Puttagunta, Steven M. Spurlock and Sarah E. Tavel are the managing members of BCMC VIII, and each of them may be deemed to share voting and dispositive power over the securities held by such entities. Each such person and entity disclaims the existence of a "group" and disclaims beneficial ownership of the securities, except to the extent of such person's or entity's pecuniary interest in such securities.

F2: Represents the weighted-average sale price per share of a series of transactions, all of which were executed on September 28, 2021. The actual sale prices ranged from a low of $53 to a high of $53.85, inclusive. Each Reporting Person undertakes to provide upon request of the SEC Staff, Amplitude, Inc. or any security holder of Amplitude, Inc. full information regarding the number of shares sold at each price within the range. The amount reflected has been rounded to 4 decimal points.

F3: Represents the weighted-average sale price per share of a series of transactions, all of which were executed on September 28, 2021. The actual sale prices ranged from a low of $54.01 to a high of $54.68, inclusive. Each Reporting Person undertakes to provide upon request of the SEC Staff, Amplitude, Inc. or any security holder of Amplitude, Inc. full information regarding the number of shares sold at each price within the range. The amount reflected has been rounded to 4 decimal points.

F4: Conversion of a derivative security in accordance of its terms.

F5: Represents a pro-rata, in-kind distribution by BCP VIII and its affiliated funds, not for additional consideration, to BCMC VIII and its respective members and assignees.

F6: The Class B Common Stock is convertible at any time at the option of the holder into the Issuer's Class A Common Stock on a one-to-one basis. The Class B Common Stock will convert automatically into shares of the Issuer's Class A Common Stock on a one-to-one basis upon the earlier of (a) any transfer of the Class B Common Stock by the holder, whether or not for value, subject to certain exceptions or (b) the date that is six months following the date on which none of the Issuer's founders is an employee or director of the Issuer (unless a founder has rejoined the Issuer during such six-month period).