Sec Form 4 Filing - Agrawal Neeraj @ Amplitude, Inc. - 2024-01-02

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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

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) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 3000 SAND HILL ROAD, BUILDING 2, SUITE 250 3. Date of Earliest Transaction (MM/DD/YY) 01/02/2024 (Street) MENLO PARK, CA94025 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ 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) Code V Amount (A) or (D) Price Class A Common Stock 01/02/2024 S 33,333 D $ 12.56 ( 1 ) 327,766 I By Battery Ventures Select Fund I, L.P. ( 2 ) ( 3 ) Class A Common Stock 154,579 I By Battery Investment Partners XI, LLC ( 4 ) Class A Common Stock 3,335,348 I By Battery Ventures XI-A, L.P. ( 5 ) Class A Common Stock 881,274 I By Battery Ventures XI-B, L.P. ( 6 ) Class A Common Stock 3,465,221 I By Battery Ventures XI-A Side Fund, L.P. ( 7 ) Class A Common Stock 751,403 I By Battery Ventures XI-B Side Fund, L.P. ( 8 ) Class A Common Stock 35,713 I By Battery Investment Partners Select Fund I, L.P. ( 9 ) Class A Common Stock 51,769 ( 10 ) ( 11 ) D ( 12 ) Class A Common Stock 59,622 ( 10 ) ( 11 ) ( 13 ) I By Trust ( 14 ) Class A Common Stock 31,741 ( 10 ) ( 11 ) D ( 15 ) Class A Common Stock 19,819 ( 10 ) ( 11 ) ( 13 ) I By Trust ( 16 ) Class A Common Stock 25,544 I By Trust ( 17 ) Class A Common Stock 67,226 ( 10 ) ( 11 ) ( 13 ) D ( 18 ) Class A Common Stock 7,160 ( 10 ) ( 11 ) I By Trust ( 19 ) Class A Common Stock 63,515 ( 10 ) ( 11 ) ( 13 ) D ( 20 ) Class A Common Stock 75,683 ( 10 ) ( 11 ) ( 13 ) I By Trust ( 21 ) Class A Common Stock 35,709 ( 10 ) ( 11 ) I By Trust ( 22 ) Class A Common Stock 104,931 ( 10 ) ( 11 ) ( 13 ) I By Trust ( 23 ) Class A Common Stock 38,157 ( 10 ) ( 11 ) D ( 24 ) Class A Common Stock 17,694 ( 10 ) ( 11 ) ( 13 ) I By Trust ( 25 ) Class A Common Stock 10,820 ( 10 ) ( 11 ) D ( 26 )

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) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Agrawal Neeraj 3000 SAND HILL ROAD, BUILDING 2 SUITE 250 MENLO PARK, CA94025 X BROWN MICHAEL MAURICE ONE MARINA PARK DRIVE, SUITE 1100 BOSTON, MA02210 X Elhafed Morad ONE MARINA PARK DRIVE, SUITE 1100 BOSTON, MA02210 X Feldman Jesse ONE MARINA PARK DRIVE, SUITE 1100 BOSTON, MA02210 X FLEISCHER RUSSELL L ONE MARINA PARK DRIVE, SUITE 1100 BOSTON, MA02210 X Lee Roger H ONE MARINA PARK DRIVE, SUITE 1100 BOSTON, MA02210 X Stoner Chelsea R. ONE MARINA PARK DRIVE, SUITE 1100 BOSTON, MA02210 X Thakker Dharmesh ONE MARINA PARK DRIVE, SUITE 1100 BOSTON, MA02210 X TOBIN SCOTT R ONE MARINA PARK DRIVE, SUITE 1100 BOSTON, MA02210 X Signatures /s/ Christopher Schiavo, as Attorney-in-Fact for Neeraj Agrawal 01/09/2024 Signature of Reporting Person Date /s/ Christopher Schiavo, as Attorney-in-Fact for Michael M. Brown 01/09/2024 Signature of Reporting Person Date /s/ Christopher Schiavo, as Attorney-in-Fact for Morad Elhafed 01/09/2024 Signature of Reporting Person Date /s/ Christopher Schiavo, as Attorney-in-Fact for Jesse R. Feldman 01/09/2024 Signature of Reporting Person Date /s/ Christopher Schiavo, as Attorney-in-Fact for Russell L. Fleischer 01/09/2024 Signature of Reporting Person Date /s/ Christopher Schiavo, as Attorney-in-Fact for Roger H. Lee 01/09/2024 Signature of Reporting Person Date /s/ Christopher Schiavo, as Attorney-in-Fact for Chelsea R. Stoner 01/09/2024 Signature of Reporting Person Date /s/ Christopher Schiavo, as Attorney-in-Fact for Dharmesh Thakker 01/09/2024 Signature of Reporting Person Date /s/ Christopher Schiavo, as Attorney-in-Fact for Scott R. Tobin 01/09/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The price reported in Column 4 is a weighted average price. These securities were sold in multiple transactions at prices ranging from $12.45 to $12.69 inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of securities sold at each separate price within the range set forth in this footnote. ( 2 )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, Battery Partners Select Fund I GP, LLC ("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. Neeraj Agrawal, Michael Brown, Jesse Feldman, Russell Fleischer, Roger Lee, Chelsea Stoner, Dharmesh Thakker, and Scott Tobin (collectively the "BP XI Managing Members") together with Morad Elhafed (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. ( 3 )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. ( 4 )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. 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. ( 5 )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 fo r any other purpose. ( 6 )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. ( 7 )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. ( 8 )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. ( 9 )Shares held by Battery Investment Partners Select Fund I, L.P. ("BIP Select I"). 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 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. ( 10 )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. ( 11 )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. ( 12 )Shares are held by Neeraj Agrawal. ( 13 )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. ( 14 )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. ( 15 )Shares are held by Michael M. Brown. ( 16 )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. ( 17 )Shares are held by The Tamsen Brown 2020 Irrevocable Trust (the "Tamsen Brown Trust"), of which Michael M. Brown is the trustee. Mr. Brown disclaims beneficial ownership of the shares held by the Tamsen Brown Trust except to the extent of his proportionate pecuniary interest therein. ( 18 )Shares are held by Jesse Feldman. ( 19 )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. ( 20 )Shares are held by Russell Fleischer. ( 21 )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. ( 22 )Shares are held by The Lee Family Trust, of which Roger H. Lee is a co-trustee. Mr. Lee disclaims beneficial ownership of these securities held by The Lee Family Trust except to the extent of his proportionate pecuniary interest therein. ( 23 )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. ( 24 )Shares are held by Scott R. Tobin. ( 25 )Shares are held by The Scott R. Tobin Irrevocable GST Trust of 2013, of which Scott R. Tobin is a trustee. Mr. Tobin disclaims beneficial ownership of these securities except to the extent of his proportionate pecuniary interest therein. ( 26 )Shares are held by Morad Elhafed.

Remarks: 2 of 2: The number of joint filers exceeds the EDGAR maximum of 10 joint filers per Form. This Form 4 is being filed in conjunction with a Form 4 being filed by Battery Ventures Select Fund I, L.P. and other filing persons.

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.