Amplitude, Inc. — Director's Dealing 2022

May 11, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Amplitude, Inc. (AMPL)
CIK: 0001866692
Period of Report: 2022-05-09

Reporting Person: Agrawal Neeraj (Director, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-05-09	Class A Common Stock	C	90000	$0.00	Acquired	109373	Indirect
2022-05-09	Class A Common Stock	C	1941905	$0.00	Acquired	2359937	Indirect
2022-05-09	Class A Common Stock	C	513095	$0.00	Acquired	623549	Indirect
2022-05-09	Class A Common Stock	C	2017519	$0.00	Acquired	2451829	Indirect
2022-05-09	Class A Common Stock	C	437481	$0.00	Acquired	531657	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2022-05-09	Class B Common Stock	$	C	90000	Disposed		Class A Common Stock (90000)	Indirect
2022-05-09	Class B Common Stock	$	C	1941905	Disposed		Class A Common Stock (1941905)	Indirect
2022-05-09	Class B Common Stock	$	C	513095	Disposed		Class A Common Stock (513095)	Indirect
2022-05-09	Class B Common Stock	$	C	2017519	Disposed		Class A Common Stock (2017519)	Indirect
2022-05-09	Class B Common Stock	$	C	437481	Disposed		Class A Common Stock (437481)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	31930	Direct
Class A Common Stock	36642	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Class B Common Stock	$		Class A Common Stock (35713)	35713	Indirect
Class B Common Stock	$		Class A Common Stock (361099)	361099	Indirect

Footnotes

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

F2: The reported securities are owned directly by Battery Investment Partners XI, LLC ("BIP XI"). The sole managing member of BIP XI is Battery Partners XI,LLC ("BP XI"). BP XI's investment adviser is Battery Management Corp. ("BMC"). The Reporting Person is a managing member of BP XI and may be deemed to share voting and dispositive power over the securities held by BIP XI. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his 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 or for any other purpose.

F3: The reported securities are owned directly by Battery Ventures XI-A, L.P. ("BV XI-A"). The sole general partner of BV XI-A is BP XI. BP XI's investment adviser is BMC. The Reporting Person is a managing member of BP XI and may be deemed to share voting and dispositive power over the securities held by BV XI-A. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his 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 or for any other purpose.

F4: The reported securities are owned directly by Battery Ventures XI-B, L.P. ("BV XI-B"). The sole general partner of BV XI-B is BP XI. BP XI's investment adviser is BMC. The Reporting Person is a managing member of BP XI and may be deemed to share voting and dispositive power over the securities held by BV XI-B. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his 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 or for any other purpose.

F5: The reported securities are owned directly by Battery Ventures XI-A Side Fund, L.P. ("BV XI-A SF"). The sole general partner of BV XI-A SF is Battery Partners XI Side Fund, LLC ("BP XI SF"). BP XI SF's investment adviser is BMC. The Reporting Person is a managing member of BP XI SF and may be deemed to share voting and dispositive power over the securities held by BV XI-A SF. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his 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 or for any other purpose.

F6: The reported securities are owned directly by Battery Ventures XI-B Side Fund, L.P. ("BV XI-B SF"). The sole general partner of BV XI-B SF is BP XI SF. BP XISF's investment adviser is BMC. The Reporting Person is a managing member of BP XI SF and may be deemed to share voting and dispositive power over the securities held by BV XI-B SF. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his 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 or for any other purpose.

F7: 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.

F8: 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.

F9: 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.

F10: The reported securities are owned directly by the Neeraj Agrawal Irrevocable GST Trust (the "Trust"), of which the Reporting Person's spouse is the trustee. The Reporting Person disclaims beneficial ownership of the securities held by the Trust except to the extent of his proportionate 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 or for any other purpose.

F11: 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).

F12: The reported securities are owned directly by Battery Investment Partners Select Fund I, L.P. ("BIP Select I"). The sole general partner of BIP Select I is Battery Partners Select Fund I GP, LLC ("BP Select I GP"). BP Select I GP's investment adviser is BMC. The Reporting Person is a managing member of BP Select I GP and may be deemed to share voting and dispositive power over the securities held by BIP Select I. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his 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 or for any other purpose.

F13: The reported securities are owned directly by Battery Ventures Select Fund I, L.P. ("BV Select I"). The sole general partner of BV Select I is Battery Partners Select Fund I, L.P. ("BP Select I"). The general partner of BP Select I is BP Select I GP. BP Select I GP's investment adviser is BMC. The Reporting Person is a managing member of BP Select I GP and may be deemed to share voting and dispositive power over the securities held by BV Select I. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his 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 or for any other purpose.