Amplitude, Inc. — Director's Dealing 2022

Aug 11, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Amplitude, Inc. (AMPL)
CIK: 0001866692
Period of Report: 2022-08-08

Reporting Person: Hu An-Yen (10% Owner)
Reporting Person: Cohler Matt (10% Owner)
Reporting Person: FENTON PETER H (10% Owner)
Reporting Person: GURLEY J WILLIAM (10% Owner)
Reporting Person: LASKY MITCHELL (10% Owner)
Reporting Person: Puttagunta Chetan (10% Owner)
Reporting Person: Tavel Sarah E (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-08-08	Class A Common Stock	C	1526430	—	Acquired	1526430	Indirect
2022-08-08	Class A Common Stock	J	1526430	—	Disposed	0	Indirect
2022-08-08	Class A Common Stock	J	88151	—	Acquired	276904	Indirect
2022-08-08	Class A Common Stock	J	63974	—	Acquired	147651	Indirect
2022-08-09	Class A Common Stock	S	3021	$16.948	Disposed	144630	Indirect
2022-08-09	Class A Common Stock	S	43	$17.92	Disposed	144587	Indirect
2022-08-08	Class A Common Stock	J	3007	—	Acquired	12857	Indirect
2022-08-08	Class A Common Stock	J	75672	—	Acquired	323551	Indirect
2022-08-08	Class A Common Stock	J	6014	—	Acquired	6014	Indirect
2022-08-08	Class A Common Stock	J	72665	—	Acquired	73165	Indirect
2022-08-08	Class A Common Stock	J	45795	—	Acquired	160882	Indirect
2022-08-09	Class A Common Stock	S	3275	$16.948	Disposed	157607	Indirect
2022-08-09	Class A Common Stock	S	47	$17.92	Disposed	157560	Indirect
2022-08-08	Class A Common Stock	J	531	—	Acquired	771	Indirect
2022-08-08	Class A Common Stock	J	9538	—	Acquired	9538	Indirect
2022-08-08	Class A Common Stock	J	747	—	Acquired	747	Indirect
2022-08-09	Class A Common Stock	S	737	$16.948	Disposed	10	Indirect
2022-08-09	Class A Common Stock	S	10	$17.92	Disposed	0	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2022-08-08	Class B CommonStock	$	C	1526430	Disposed		Class A Common Stock (1526430)	Indirect

Footnotes

F1: Conversion of a derivative security in accordance of its terms.

F2: 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 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.

F3: Represents a pro-rata, in-kind distribution by BCP VIII and its affiliated funds, not for additional consideration, to its partners, including BCMC VIII and its respective members and assignees.

F4: Shares are held by Matthew R. Cohler's trust entity.

F5: Shares are held by Peter H. Fenton's trust entities.

F6: Represents the weighted-average sale price per share of a series of transactions, all of which were executed on August 9, 2022. The actual sale prices ranged from a low of $16.57 to a high of $17.55, 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 3 decimal points.

F7: Shares are held by Mitchell H. Lasky's family partnership.

F8: Shares are held by Mitchell H. Lasky's trust entity.

F9: Shares are held by J. William Gurley's family partnerships.

F10: Shares are held by J. William Gurley's trust entity

F11: Shares are held by Sarah Tavel.

F12: Shares held by An-Yen Hu's trust entity.

F13: Shares held by Chetan Puttagunta.

F14: Shares held by Chetan Puttagunta's trust entity.

F15: 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).