Amplitude, Inc. — Director's Dealing 2022

Nov 18, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Amplitude, Inc. (AMPL)
CIK: 0001866692
Period of Report: 2022-11-18

Reporting Person: Agrawal Neeraj (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
2022-11-18	Class A Common Stock	C	81206	$0.00	Acquired	190579	Indirect
2022-11-18	Class A Common Stock	C	1752173	$0.00	Acquired	4112110	Indirect
2022-11-18	Class A Common Stock	C	462963	$0.00	Acquired	1086512	Indirect
2022-11-18	Class A Common Stock	C	1820400	$0.00	Acquired	4272229	Indirect
2022-11-18	Class A Common Stock	C	394758	$0.00	Acquired	926395	Indirect
2022-11-18	Class A Common Stock	C	35713	$0.00	Acquired	35713	Indirect
2022-11-18	Class A Common Stock	C	361099	$0.00	Acquired	361099	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2022-11-18	Class B Common Stock	$	C	81206	Disposed		Class A Common Stock (81206)	Indirect
2022-11-18	Class B Common Stock	$	C	1752173	Disposed		Class A Common Stock (1752173)	Indirect
2022-11-18	Class B Common Stock	$	C	462963	Disposed		Class A Common Stock (462963)	Indirect
2022-11-18	Class B Common Stock	$	C	1820400	Disposed		Class A Common Stock (1820400)	Indirect
2022-11-18	Class B Common Stock	$	C	394758	Disposed		Class A Common Stock (394758)	Indirect
2022-11-18	Class B Common Stock	$	C	35713	Disposed		Class A Common Stock (35713)	Indirect
2022-11-18	Class B Common Stock	$	C	361099	Disposed		Class A Common Stock (361099)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	25544	Direct
Class A Common Stock	8742	Indirect
Class A Common Stock	29930	Direct
Class A Common Stock	3192	Indirect
Class A Common Stock	39152	Direct
Class A Common Stock	68574	Indirect
Class A Common Stock	64697	Indirect
Class A Common Stock	39152	Indirect
Class A Common Stock	23604	Direct
Class A Common Stock	31930	Direct
Class A Common Stock	36642	Indirect

Footnotes

F1: These shares of Class B common stock were converted on a one-for-one basis into Class A common stock.

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. 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.

F3: 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. 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.

F4: 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. 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.

F5: 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. 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.

F6: 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. 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.

F7: Shares held by Battery Investment Partners Select Fund I, L.P. ("BIP Select I"). Battery Partners Select Fund I GP, LLC ("BP Select I GP") is the general partner of BIP Select I and may be deemed to beneficially own the shares held by BP Select I. The BP XI Managing Members and Morad Elhafed (collectively, the "BP Select Managing Members") are the managing members of BP Select I GP and may be deemed to share voting and dispositive power over the securities held by BIP Select I. 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.

F8: Shares held by Battery Ventures Select Fund I, L.P. ("BV Select I"). Battery Partners Select Fund I, L.P. ("BP Select I") is the general partner of BV Select I, BP Select I GP is the general partner of BP Select I and may be deemed to beneficially own the shares held by BV Select I. The BP Select Managing Members are the managing members of BP Select I GP and may be deemed to share voting and dispositive power over the securities held by BV Select I. 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.

F9: The shares held by the Reporting Person reflect the receipt of shares pursuant to a pro rata distribution in kind, effected by BIP XI to its members for no additional consideration, including the Reporting Person. The receipt of such shares by the Reporting Person constituted a change in form of ownership from indirect to direct, which was exempt from reporting pursuant to Rule 16a-13.

F10: The shares held by the Reporting Person include the receipt of shares pursuant to pro rata distributions in kind, effected by each of BV XI-A SF and BV XI-B SF to its general partner and limited partners for no additional consideration, and the further pro rata distribution in kind by the general partner of BV XI-A SF and BV XI-B SF, for no additional consideration to its members, including the Reporting Person. The receipt of such shares by the Reporting Person constituted a change in form of ownership from indirect to direct, which was exempt from reporting pursuant to Rule 16a-13.

F11: The shares held by the Reporting Person include the receipt of shares pursuant to pro rata distributions in kind, effected by each of BV XI-A and BV XI-B to its general partner and limited partners for no additional consideration, and the further pro rata distribution in kind by the general partner of BV XI-A and BV XI-B , for no additional consideration to its members, including the Reporting Person. The receipt of such shares by the Reporting Person constituted a change in form of ownership from indirect to direct, which was exempt from reporting pursuant to Rule 16a-13.

F12: Shares are held by Michael M. Brown.

F13: Shares are held by The Michael M. Brown Irrevocable GST Trust of 2013 (the "Brown Trust"), of which Michael M. Brown's spouse is the trustee. Mr. Brown disclaims beneficial ownership of the shares held by the Brown Trust except to the extent of his proportionate pecuniary interest therein.

F14: Shares are held by Jesse Feldman.

F15: Shares are held by The Jesse Feldman Irrevocable Trust of 2016 (the "Feldman Trust"), of which Jesse Feldman's spouse is the trustee. Mr. Feldman disclaims beneficial ownership of the shares held by the Feldman Trust except to the extent of his proportionate pecuniary interest therein.

F16: Shares are held by Russell Fleischer.

F17: Shares are held by The Roger and Clarissa Lee Irrevocable GST Trust (the "Lee Trust"), of which Roger Lee's brother is the trustee. Mr. Lee disclaims beneficial ownership of the shares held by the Lee Trust except to the extent of his proportionate pecuniary interest therein.

F18: Shares are held by the Stoner Spiller Family Trust (the "Stoner Trust"), of which Chelsea R. Stoner is a trustee. Ms. Stoner disclaims beneficial ownership of the shares held by the Stoner Trust except to the extent of her proportionate pecuniary interest therein.

F19: Shares are held by the STAM Family Revocable Living Trust (the "Thakker Trust"), of which Dharmesh Thakker is a trustee. Mr. Thakker disclaims beneficial ownership of the shares held by the Thakker Trust except to the extent of his proportionate pecuniary interest therein.

F20: Shares are held by Scott R. Tobin.

F21: Shares are held by Neeraj Agrawal.

F22: Shares are held by the Neeraj Agrawal Irrevocable GST Trust (the "Agrawal Trust"), of which Mr. Agrawal's spouse is the trustee. Mr. Agrawal disclaims beneficial ownership of the securities held by the Agrawal Trust except to the extent of his proportionate pecuniary interest therein.

F23: 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).