Amplitude, Inc. — Director's Dealing 2023

Jun 6, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Amplitude, Inc. (AMPL)
CIK: 0001866692
Period of Report: 2023-06-01

Reporting Person: SC US (TTGP), LTD. (10% Owner)
Reporting Person: SC U.S. VENTURE 2010 MANAGEMENT, L.P. (10% Owner)
Reporting Person: SEQUOIA CAPITAL U.S. VENTURE 2010-SEED FUND, L.P. (10% Owner)
Reporting Person: SC U.S. Growth IX Management, L.P. (10% Owner)
Reporting Person: Sequoia Capital U.S. Growth Fund IX, L.P. (10% Owner)
Reporting Person: Sequoia Capital U.S. Growth Partners Fund IX, L.P. (10% Owner)
Reporting Person: Sequoia Capital U.S. Growth IX Principals Fund, L.P. (10% Owner)
Reporting Person: SC U.S. Growth VIII Management, L.P. (10% Owner)
Reporting Person: Sequoia Capital U.S. Growth Fund VIII, L.P. (10% Owner)
Reporting Person: Sequoia Grove Manager, LLC (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-06-01	Class A Common Stock	C	73355	—	Acquired	73355	Indirect
2023-06-01	Class A Common Stock	C	6661	—	Acquired	6661	Indirect
2023-06-01	Class A Common Stock	S	73355	$9.54	Disposed	0	Indirect
2023-06-01	Class A Common Stock	S	6661	$9.54	Disposed	0	Indirect
2023-06-02	Class A Common Stock	C	47577	—	Acquired	47577	Indirect
2023-06-02	Class A Common Stock	C	4321	—	Acquired	4321	Indirect
2023-06-02	Class A Common Stock	S	47577	$9.74	Disposed	0	Indirect
2023-06-02	Class A Common Stock	S	4321	$9.74	Disposed	0	Indirect
2023-06-05	Class A Common Stock	C	42895	—	Acquired	42895	Indirect
2023-06-05	Class A Common Stock	C	3895	—	Acquired	3895	Indirect
2023-06-05	Class A Common Stock	S	42895	$9.69	Disposed	0	Indirect
2023-06-05	Class A Common Stock	S	3895	$9.69	Disposed	0	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2023-06-01	Class B Common Stock	$	C	73355	Disposed		Class A Common Stock (73355)	Indirect
2023-06-01	Class B Common Stock	$	C	6661	Disposed		Class A Common Stock (6661)	Indirect
2023-06-02	Class B Common Stock	$	C	47577	Disposed		Class A Common Stock (47577)	Indirect
2023-06-02	Class B Common Stock	$	C	4321	Disposed		Class A Common Stock (4321)	Indirect
2023-06-05	Class B Common Stock	$	C	42895	Disposed		Class A Common Stock (42895)	Indirect
2023-06-05	Class B Common Stock	$	C	3895	Disposed		Class A Common Stock (3895)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	2225077	Indirect
Class A Common Stock	242788	Indirect
Class A Common Stock	95885	Indirect
Class A Common Stock	235201	Indirect

Footnotes

F1: The Issuer's Class B Common Stock is convertible into the Issuer's Class A Common Stock on a one-for-one basis at the election of the holder thereof and has no expiration date. In addition, upon any transfer of shares of Class B Common Stock, each such transferred share will automatically convert into one share of Class A Common Stock, except for certain "Permitted Transfers" described in the Issuer's certificate of incorporation.

F2: SC US (TTGP), Ltd. is (i) the general partner of SC U.S. Growth VIII Management, L.P., which is the general partner of Sequoia Capital U.S. Growth Fund VIII, L.P. (GFVIII), (ii) the general partner of SC U.S. Venture 2010 Management, L.P., which is the general partner of Sequoia Capital U.S. Venture 2010-Seed Fund, L.P. (USV 2010-Seed), and (iii) the general partner of SC U.S. Growth IX Management, L.P., which is the general partner of Sequoia Capital U.S. Growth Fund IX, L.P., Sequoia Capital U.S. Growth Partners Fund IX, L.P., and Sequoia Capital U.S. Growth IX Principals Fund, L.P. (collectively "the GFIX Funds").

F3: (Continued from Footnote 2) Each of SC US (TTGP), Ltd., SC U.S. Growth VIII Management, L.P., SC U.S. Venture 2010 Management, L.P., and SC U.S. Growth IX Management, L.P. disclaims beneficial ownership of the shares held by GFVIII, USV 2010-Seed, and the GFIX Funds except to the extent of their 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 purposes.

F4: The price reported in column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $9.49 to $9.66. The Reporting Person undertakes to provide the Issuer, any security holder of the Issuer, or the staff at the Securities and Exchange Commission, upon request, the full information regarding the number of shares purchased at each separate price within the ranges set forth above.

F5: The price reported in column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $9.56 to $9.87. The Reporting Person undertakes to provide the Issuer, any security holder of the Issuer, or the staff at the Securities and Exchange Commission, upon request, the full information regarding the number of shares purchased at each separate price within the ranges set forth above.

F6: The price reported in column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $9.50 to $9.82. The Reporting Person undertakes to provide the Issuer, any security holder of the Issuer, or the staff at the Securities and Exchange Commission, upon request, the full information regarding the number of shares purchased at each separate price within the ranges set forth above.

F7: Sequoia Grove Manager, LLC is a manager of Sequoia Grove II, LLC. Each of Sequoia Grove Manager, LLC and Sequoia Grove II, LLC disclaim beneficial ownership of these securities except to the extent of 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 or for any other purposes.