Sec Form 4 Filing - Agrawal Neeraj @ Amplitude, Inc.

Insider filing report for Changes in Beneficial Ownership

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FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person

Agrawal Neeraj

2. Issuer Name and Ticker or Trading Symbol
Amplitude, Inc. [ AMPL]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X __ Director	X __ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

C/O AMPLITUDE, INC., 201 THIRD ST., SUITE 200

3. Date of Earliest Transaction (MM/DD/YY)
06/02/2021

(Street)

SAN FRANCISCO, CA94103

4. If Amendment, Date Original Filed (MM/DD/YY)

6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

**Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned**
1.Title of Security (Instr. 3)	2. Transaction Date (MM/DD/YY)	2A. Deemed Execution Date, if any (MM/DD/YY)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Transaction Date (MM/DD/YY)	2A. Deemed Execution Date, if any (MM/DD/YY)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	09/21/2021		C		73,373	A	$ 0 ^{( 1 )}	73,373	I	See footnotes ^{( 2 )} ^{( 9 )} ^{( 10 )}
Class A Common Stock	09/21/2021		C		1,583,176	A	$ 0 ^{( 1 )}	1,583,176	I	See footnotes ^{( 3 )} ^{( 9 )} ^{( 10 )}
Class A Common Stock	09/21/2021		C		1,644,822	A	$ 0 ^{( 1 )}	1,644,822	I	See footnotes ^{( 4 )} ^{( 9 )} ^{( 10 )}
Class A Common Stock	09/21/2021		C		418,310	A	$ 0 ^{( 1 )}	418,310	I	See footnotes ^{( 5 )} ^{( 9 )} ^{( 10 )}
Class A Common Stock	09/21/2021		C		356,664	A	$ 0 ^{( 1 )}	356,664	I	See footnotes ^{( 6 )} ^{( 9 )} ^{( 10 )}

**Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned**
( *e.g.* , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (MM/DD/YY)	3A. Deemed Execution Date, if any (MM/DD/YY)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)		6. Date Exercisable and Expiration Date (MM/DD/YY)		7. Title and Amount of Underlying Securities (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	Code	3A. Deemed Execution Date, if any (MM/DD/YY)	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares		8. Price of Derivative Security (Instr. 5)			11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B Common Stock	^{( 1 )}	09/21/2021		C			73,373	^{( 1 )}	^{( 1 )}	Class A Common Stock	73,373	$ 0	171,206	I	See footnotes ^{( 2 )} ^{( 9 )} ^{( 10 )}
Class B Common Stock	^{( 1 )}	09/21/2021		C			1,583,176	^{( 1 )}	^{( 1 )}	Class A Common Stock	1,583,176	$ 0	3,694,078	I	See footnotes ^{( 3 )} ^{( 9 )} ^{( 10 )}
Class B Common Stock	^{( 1 )}	09/21/2021		C			1,644,822	^{( 1 )}	^{( 1 )}	Class A Common Stock	1,644,822	$ 0	3,837,919	I	See footnotes ^{( 4 )} ^{( 9 )} ^{( 10 )}
Class B Common Stock	^{( 1 )}	09/21/2021		C			418,310	^{( 1 )}	^{( 1 )}	Class A Common Stock	418,310	$ 0	976,058	I	See footnotes ^{( 5 )} ^{( 9 )} ^{( 10 )}
Class B Common Stock	^{( 1 )}	09/21/2021		C			356,664	^{( 1 )}	^{( 1 )}	Class A Common Stock	356,664	$ 0	832,219	I	See footnotes ^{( 6 )} ^{( 9 )} ^{( 10 )}
Class B Common Stock ^{( 12 )}	^{( 1 )}	09/21/2021		C		13,639,163		^{( 1 )}	^{( 1 )}	Class A Common Stock	13,639,163	$ 0	13,984,637	I	See footnotes ^{( 2 )} ^{( 3 )} ^{( 4 )} ^{( 5 )} ^{( 6 )} ^{( 7 )} ^{( 8 )} ^{( 9 )} ^{( 10 )}
Series F Preferred Stock	^{( 11 )}	06/02/2021		P^{( 13 )}		28,107		^{( 11 )}	^{( 11 )}	Class B Common Stock ^{( 12 )}	28,107	$ 32.0199	28,107	I	See footnotes ^{( 7 )} ^{( 9 )} ^{( 10 )}
Series F Preferred Stock	^{( 11 )}	06/02/2021		P^{( 13 )}		284,198		^{( 11 )}	^{( 11 )}	Class B Common Stock ^{( 12 )}	284,198	$ 32.0199	284,198	I	See footnotes ^{( 8 )} ^{( 9 )} ^{( 10 )}
Class B Common Stock ^{( 12 )}	^{( 1 )}	06/28/2021		P^{( 13 )}^{( 14 )}		1,955		^{( 1 )}	^{( 1 )}	Class A Common Stock	1,955	$ 21	30,062	I	See footnotes ^{( 7 )} ^{( 9 )} ^{( 10 )}
Class B Common Stock ^{( 12 )}	^{( 1 )}	06/28/2021		P^{( 13 )}^{( 14 )}		5,651		^{( 1 )}	^{( 1 )}	Class A Common Stock	5,651	$ 23.18	35,713	I	See footnotes ^{( 7 )} ^{( 9 )} ^{( 10 )}
Class B Common Stock ^{( 12 )}	^{( 1 )}	06/28/2021		P^{( 13 )}^{( 14 )}		57,134		^{( 1 )}	^{( 1 )}	Class A Common Stock	57,134	$ 23.18	341,332	I	See footnotes ^{( 8 )} ^{( 9 )} ^{( 10 )}
Class B Common Stock ^{( 12 )}	^{( 1 )}	06/28/2021		P^{( 13 )}^{( 14 )}		19,767		^{( 1 )}	^{( 1 )}	Class A Common Stock	19,767	$ 21	361,099	I	See footnotes ^{( 8 )} ^{( 9 )} ^{( 10 )}
Series A Preferred Stock	^{( 11 )}	09/21/2021		C^{( 13 )}			16,156	^{( 11 )}	^{( 11 )}	Class B Common Stock	16,156	$ 0	0	I	See footnotes ^{( 2 )} ^{( 3 )} ^{( 4 )} ^{( 5 )} ^{( 6 )} ^{( 9 )} ^{( 10 )}
Series B Preferred Stock	^{( 11 )}	09/21/2021		C^{( 13 )}			10,818,608	^{( 11 )}	^{( 11 )}	Class B Common Stock	10,818,608	$ 0	0	I	See footnotes ^{( 2 )} ^{( 3 )} ^{( 4 )} ^{( 5 )} ^{( 6 )} ^{( 9 )} ^{( 10 )}
Series C Preferred Stock	^{( 11 )}	09/21/2021		C^{( 13 )}			1,063,192	^{( 11 )}	^{( 11 )}	Class B Common Stock	1,063,192	$ 0	0	I	See footnotes ^{( 2 )} ^{( 3 )} ^{( 4 )} ^{( 5 )} ^{( 6 )} ^{( 9 )} ^{( 10 )}
Series D Preferred Stock	^{( 11 )}	09/21/2021		C^{( 13 )}			1,167,118	^{( 11 )}	^{( 11 )}	Class B Common Stock	1,167,118	$ 0	0	I	See footnotes ^{( 2 )} ^{( 3 )} ^{( 4 )} ^{( 5 )} ^{( 6 )} ^{( 9 )} ^{( 10 )}
Series E Preferred Stock	^{( 11 )}	09/21/2021		C^{( 13 )}			261,784	^{( 11 )}	^{( 11 )}	Class B Common Stock	261,784	$ 0	0	I	See footnotes ^{( 2 )} ^{( 3 )} ^{( 4 )} ^{( 5 )} ^{( 6 )} ^{( 9 )} ^{( 10 )}
Series F Preferred Stock	^{( 11 )}	09/21/2021		C^{( 13 )}			312,305	^{( 11 )}	^{( 11 )}	Class B Common Stock	312,305	$ 0	0	I	See footnotes ^{( 7 )} ^{( 8 )} ^{( 9 )} ^{( 10 )}

**Reporting Owners**
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Agrawal Neeraj C/O AMPLITUDE, INC. 201 THIRD ST., SUITE 200 SAN FRANCISCO, CA94103	X	X

**Signatures**
/s/ Hoang Vuong, as Attorney-in-Fact for Neeraj Agrawal		09/23/2021
Signature of Reporting Person		Date

Explanation of Responses:

( 1 )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).
( 2 )Shares held by Battery Investment Partners XI, LLC ("BIP XI").
( 3 )Shares held by Battery Ventures XI-A, L.P. ("BV XI-A").
( 4 )Shares held by Battery Ventures XI-A Side Fund, L.P. ("BV XI-A SF").
( 5 )Shares held by Battery Ventures XI-B, L.P. ("BV XI-B").
( 6 )Shares held by Battery Ventures XI-B Side Fund, L.P. ("BV XI-B SF").
( 7 )Shares held by Battery Investment Partners Select Fund I, L.P. ("BIP Select I").
( 8 )Shares held by Battery Ventures Select Fund I, L.P. ("BV Select I").
( 9 )The sole general partner of BV XI-A and BV XI-B is Battery Partners XI, LLC ("BP XI"). The sole general partner of BV XI-A SF and BV XI-B SF is Battery Partners XI Side Fund, LLC ("BP XI SF"). The sole managing member of BIP XI is BP XI. The sole general partner of BV Select I is Battery Partners Select Fund I, L.P., whose sole general partner is Battery Partners Select Fund I GP, LLC ("BP Select I"). The general partner of BIP Select I is BP Select I. The investment adviser of BP XI, BP XI SF, and BP Select I is Battery Management Corp. (together with BP XI, BP XI SF, and BP Select I, the "Battery Companies").
( 10 )The Reporting Person is a managing member of the Battery Companies and may be deemed to share voting and dispositive power over the securities held by BIP XI, BV XI-A, BV XI-A SF, BV XI-B, BV XI-B SF, BIP Select I, and 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.
( 11 )Each share of Series A, Series B, Series C, Series D, Series E and Series F Preferred Stock was automatically converted into the Issuer's Class B Common Stock on a one-to-one basis at the time of effectiveness of the Issuer's registration statement on Form S-1.
( 12 )In connection with the reclassification of the Issuer's Common Stock on August 30, 2021, each share of Common Stock held by the Reporting Person was automatically reclassified as Class B Common Stock.
( 13 )Transaction is being reported herein pursuant to Rule 16a-2(a).
( 14 )The securities were purchased in a private resale transaction.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Sec Form 4 Filing - Agrawal Neeraj @ Amplitude, Inc. - 2021-06-02