Sec Form 13G Filing - Institutional Venture Partners XV L.P. filing for Amplitude Inc. (AMPL) - 2024-02-13

Insider filing report for Changes in Beneficial Ownership

  • Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
  • Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13G
(Rule 13d-102)

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2

(Amendment No. 2)

 

Amplitude, Inc.

(Name of Issuer)

 

Class A Common Stock

(Title of Class of Securities)

 

03213A 10 4

(CUSIP Number)

 

December 31, 2023

(Date of Event Which Requires Filing of This Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

¨       Rule 13d-1(b)

 

¨       Rule 13d-1(c)

 

x       Rule 13d-1(d)

 

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

   

 

 

CUSIP NO.  03213A 10 4 13 G Page 2 of 17 Pages
           
1 NAMES OF REPORTING PERSONS.

Institutional Venture Partners XV, L.P.
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) ¨   (b) x (1)

3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
5 SOLE VOTING POWER
0 shares
6 SHARED VOTING POWER
1,885,512 shares (2)
7 SOLE DISPOSITIVE POWER
0 shares
8 SHARED DISPOSITIVE POWER
1,885,512 shares (2)
9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,885,512 shares (2)

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*       ¨
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
2.3% of Class A Common Stock (1.6% of Total Common Stock) (3)
12 TYPE OF REPORTING PERSON *
PN
               

(1)This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.
(2)Consists of 1,832,065 shares of Class A Common Stock and 53,447 shares of Class B Common Stock held by IVP XV. Each share of Class B Common Stock is convertible into Class A Common Stock at the option of the holder on a share-for-share basis. IVM XV serves as the sole general partner of IVP XV and has shared voting and investment control over the shares owned by IVP XV and may be deemed to own beneficially the shares held by IVP XV. IVM XV owns no securities of the Issuer directly. Chaffee, Fogelsong, Harrick, Miller, Phelps, Maltz, Dash and Liaw are Managing Directors of IVM XV and share voting and dispositive power over the shares held by IVP XV, and may be deemed to own beneficially the shares held by IVP XV.
(3)The percentages are based on 83,668,476 shares of Class A Common Stock and 35,381,662 shares of Class B Common Stock reported to be outstanding as of November 3, 2023, in the Issuer’s Form 10-Q for the quarterly period ended September 30, 2023 as filed with the Securities and Exchange Commission on November 7, 2023.

 

   

 

 

CUSIP NO.  03213A 10 4 13 G Page 3 of 17 Pages
           
1 NAMES OF REPORTING PERSONS.

Institutional Venture Partners XV Executive Fund, L.P.
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) ¨   (b) x (1)

3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
5 SOLE VOTING POWER
0 shares
6 SHARED VOTING POWER
10,019 shares (2)
7 SOLE DISPOSITIVE POWER
0 shares
8 SHARED DISPOSITIVE POWER
10,019 shares (2)
9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

10,019 shares (2)

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*       ¨
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.0% of Class A Common Stock (0.0% of Total Common Stock) (3)
12 TYPE OF REPORTING PERSON*
PN
               
(1)This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.
(2)Consists of 9,776 shares of Class A Common Stock and 243 shares of Class B Common Stock held by IVP XV EF. Each share of Class B Common Stock is convertible into Class A Common Stock at the option of the holder on a share-for-share basis. IVM XV serves as the sole general partner of IVP XV EF and has shared voting and investment control over the shares owned by IVP XV EF and may be deemed to own beneficially the shares held by IVP XV EF. IVM XV owns no securities of the Issuer directly. Chaffee, Fogelsong, Harrick, Miller, Phelps, Maltz, Dash and Liaw are Managing Directors of IVM XV and share voting and dispositive power over the shares held by IVP XV EF, and may be deemed to own beneficially the shares held by IVP XV EF.
(3)The percentages are based on 83,668,476 shares of Class A Common Stock and 35,381,662 shares of Class B Common Stock reported to be outstanding as of November 3, 2023, in the Issuer’s Form 10-Q for the quarterly period ended September 30, 2023 as filed with the Securities and Exchange Commission on November 7, 2023.

 

   

 

 

CUSIP NO.  03213A 10 4 13 G Page 4 of 17 Pages
           
1 NAMES OF REPORTING PERSONS

Institutional Venture Management XV, LLC
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) ¨   (b) x (1)

3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
5 SOLE VOTING POWER
0 shares
6 SHARED VOTING POWER
1,895,531 shares (2)
7 SOLE DISPOSITIVE POWER
0 shares
8 SHARED DISPOSITIVE POWER
1,895,531 shares (2)
9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,895,531 shares (2)

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*       ¨
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
2.3% of Class A Common Stock (1.6% of Total Common Stock) (3)
12 TYPE OF REPORTING PERSON*
OO
               
(1)This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.
(2)Consists of (i) 1,832,065 shares of Class A Common Stock and 53,447 shares of Class B Common Stock held by IVP XV; and (ii) 9,776 shares of Class A Common Stock and 243 shares of Class B Common Stock held by IVP XV EF. Each share of Class B Common Stock is convertible into Class A Common Stock at the option of the holder on a share-for-share basis. IVM XV serves as the sole general partner of IVP XV and IVP XV EF and has shared voting and investment control over the shares owned by IVP XV and IVP XV EF and may be deemed to own beneficially the shares held by IVP XV and IVP XV EF. IVM XV owns no securities of the Issuer directly. Chaffee, Fogelsong, Harrick, Miller, Phelps, Maltz, Dash and Liaw are Managing Directors of IVM XV and share voting and dispositive power over the shares held by IVP XV and IVP XV EF, and may be deemed to own beneficially the shares held by IVP XV and IVP XV EF.
(3)The percentages are based on 83,668,476 shares of Class A Common Stock and 35,381,662 shares of Class B Common Stock reported to be outstanding as of November 3, 2023, in the Issuer’s Form 10-Q for the quarterly period ended September 30, 2023 as filed with the Securities and Exchange Commission on November 7, 2023.

 

   

 

 

CUSIP NO.  03213A 10 4 13 G Page 5 of 17 Pages
           
1 NAMES OF REPORTING PERSONS

Todd C. Chaffee
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) ¨   (b) x (1)

3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF
SHARES BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
5 SOLE VOTING POWER
0
6 SHARED VOTING POWER
1,895,531 shares (2)
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
1,895,531 shares (2)
9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,895,531 shares (2)

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*       ¨
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
2.3% of Class A Common Stock (1.6% of Total Common Stock) (3)
12 TYPE OF REPORTING PERSON*
IN
               

(1)This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.
(2)Includes (i) 1,832,065 shares of Class A Common Stock and 53,447 shares of Class B Common Stock held by IVP XV; and (ii) 9,776 shares of Class A Common Stock and 243 shares of Class B Common Stock held by IVP XV EF. Each share of Class B Common Stock is convertible into Class A Common Stock at the option of the holder on a share-for-share basis. IVM XV serves as the sole general partner of IVP XV and IVP XV EF and has shared voting and investment control over the shares owned by IVP XV and IVP XV EF and may be deemed to own beneficially the shares held by IVP XV and IVP XV EF. IVM XV owns no securities of the Issuer directly. Chaffee, Fogelsong, Harrick, Miller, Phelps, Maltz, Dash and Liaw are Managing Directors of IVM XV and share voting and dispositive power over the shares held by IVP XV and IVP XV EF, and may be deemed to own beneficially the shares held by IVP XV and IVP XV EF.
(3)The percentages are based on 83,668,476 shares of Class A Common Stock and 35,381,662 shares of Class B Common Stock reported to be outstanding as of November 3, 2023, in the Issuer’s Form 10-Q for the quarterly period ended September 30, 2023 as filed with the Securities and Exchange Commission on November 7, 2023.

 

   

 

 

CUSIP NO.  03213A 10 4 13 G Page 6 of 17 Pages
           
1 NAMES OF REPORTING PERSONS

Norman A. Fogelsong
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) ¨   (b) x (1)

3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF
SHARES BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
5 SOLE VOTING POWER
46,286 shares
6 SHARED VOTING POWER
1,895,531 shares (2)
7 SOLE DISPOSITIVE POWER
46,286 shares
8 SHARED DISPOSITIVE POWER
1,895,531 shares (2)
9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,941,817 shares (2)

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*       ¨
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
2.3% of Class A Common Stock (1.6% of Total Common Stock) (3)
12 TYPE OF REPORTING PERSON*
IN
               

(1)This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.
(2)Includes (i) 1,832,065 shares of Class A Common Stock and 53,447 shares of Class B Common Stock held by IVP XV; and (ii) 9,776 shares of Class A Common Stock and 243 shares of Class B Common Stock held by IVP XV EF. Each share of Class B Common Stock is convertible into Class A Common Stock at the option of the holder on a share-for-share basis. IVM XV serves as the sole general partner of IVP XV and IVP XV EF and has shared voting and investment control over the shares owned by IVP XV and IVP XV EF and may be deemed to own beneficially the shares held by IVP XV and IVP XV EF. IVM XV owns no securities of the Issuer directly. Chaffee, Fogelsong, Harrick, Miller, Phelps, Maltz, Dash and Liaw are Managing Directors of IVM XV and share voting and dispositive power over the shares held by IVP XV and IVP XV EF, and may be deemed to own beneficially the shares held by IVP XV and IVP XV EF.
(3)The percentages are based on 83,668,476 shares of Class A Common Stock and 35,381,662 shares of Class B Common Stock reported to be outstanding as of November 3, 2023, in the Issuer’s Form 10-Q for the quarterly period ended September 30, 2023 as filed with the Securities and Exchange Commission on November 7, 2023.

 

   

 

 

CUSIP NO.  03213A 10 4 13 G Page 7 of 17 Pages
           
1 NAMES OF REPORTING PERSONS

Stephen J. Harrick
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) ¨   (b) x (1)

3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF
SHARES BENEFICIALLY
OWNED BY EACH REPORTING PERSON
WITH
5 SOLE VOTING POWER
226,453 shares
6 SHARED VOTING POWER
1,895,531 shares (2)
7 SOLE DISPOSITIVE POWER
226,453 shares
8 SHARED DISPOSITIVE POWER
1,895,531 shares (2)
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,121,984 shares (2)
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*       ¨
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
2.5% of Class A Common Stock (1.8% of Total Common Stock) (3)
12 TYPE OF REPORTING PERSON*
IN
               

(1)This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.
(2)Includes (i) 1,832,065 shares of Class A Common Stock and 53,447 shares of Class B Common Stock held by IVP XV; and (ii) 9,776 shares of Class A Common Stock and 243 shares of Class B Common Stock held by IVP XV EF. Each share of Class B Common Stock is convertible into Class A Common Stock at the option of the holder on a share-for-share basis. IVM XV serves as the sole general partner of IVP XV and IVP XV EF and has shared voting and investment control over the shares owned by IVP XV and IVP XV EF and may be deemed to own beneficially the shares held by IVP XV and IVP XV EF. IVM XV owns no securities of the Issuer directly. Chaffee, Fogelsong, Harrick, Miller, Phelps, Maltz, Dash and Liaw are Managing Directors of IVM XV and share voting and dispositive power over the shares held by IVP XV and IVP XV EF, and may be deemed to own beneficially the shares held by IVP XV and IVP XV EF.

(3)The percentages are based on 83,668,476 shares of Class A Common Stock and 35,381,662 shares of Class B Common Stock reported to be outstanding as of November 3, 2023, in the Issuer’s Form 10-Q for the quarterly period ended September 30, 2023 as filed with the Securities and Exchange Commission on November 7, 2023.

 

   

 

 

CUSIP NO.  03213A 10 4 13 G Page 8 of 17 Pages
           
1 NAMES OF REPORTING PERSONS

J. Sanford Miller
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) ¨   (b) x (1)

3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF
SHARES BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
5 SOLE VOTING POWER
31,003 shares
6 SHARED VOTING POWER
1,895,531 shares (2)
7 SOLE DISPOSITIVE POWER
31,003 shares
8 SHARED DISPOSITIVE POWER
1,895,531 shares (2)
9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,926,534 shares (2)

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*       ¨
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
2.3% of Class A Common Stock (1.6% of Total Common Stock) (3)
12 TYPE OF REPORTING PERSON*
IN
               

(1)This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.
(2)Includes (i) 1,832,065 shares of Class A Common Stock and 53,447 shares of Class B Common Stock held by IVP XV; and (ii) 9,776 shares of Class A Common Stock and 243 shares of Class B Common Stock held by IVP XV EF. Each share of Class B Common Stock is convertible into Class A Common Stock at the option of the holder on a share-for-share basis. IVM XV serves as the sole general partner of IVP XV and IVP XV EF and has shared voting and investment control over the shares owned by IVP XV and IVP XV EF and may be deemed to own beneficially the shares held by IVP XV and IVP XV EF. IVM XV owns no securities of the Issuer directly. Chaffee, Fogelsong, Harrick, Miller, Phelps, Maltz, Dash and Liaw are Managing Directors of IVM XV and share voting and dispositive power over the shares held by IVP XV and IVP XV EF, and may be deemed to own beneficially the shares held by IVP XV and IVP XV EF.
(3)The percentages are based on 83,668,476 shares of Class A Common Stock a nd 35,381,662 shares of Class B Common Stock reported to be outstanding as of November 3, 2023, in the Issuer’s Form 10-Q for the quarterly period ended September 30, 2023 as filed with the Securities and Exchange Commission on November 7, 2023.

 

   

 

 

CUSIP NO.  03213A 10 4 13 G Page 9 of 17 Pages
           
1 NAMES OF REPORTING PERSONS

Dennis B. Phelps
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) ¨   (b) x (1)

3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF
SHARES BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
5 SOLE VOTING POWER
52,203 shares
6 SHARED VOTING POWER
1,895,531 shares (2)
7 SOLE DISPOSITIVE POWER
52,203 shares
8 SHARED DISPOSITIVE POWER
1,895,531 shares (2)
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,947,734 shares (2)
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*       ¨
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
2.3% of Class A Common Stock (1.6% of Total Common Stock) (3)
12 TYPE OF REPORTING PERSON*
IN
               

(1)This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.
(2)Includes (i) 1,832,065 shares of Class A Common Stock and 53,447 shares of Class B Common Stock held by IVP XV; and (ii) 9,776 shares of Class A Common Stock and 243 shares of Class B Common Stock held by IVP XV EF. Each share of Class B Common Stock is convertible into Class A Common Stock at the option of the holder on a share-for-share basis. IVM XV serves as the sole general partner of IVP XV and IVP XV EF and has shared voting and investment control over the shares owned by IVP XV and IVP XV EF and may be deemed to own beneficially the shares held by IVP XV and IVP XV EF. IVM XV owns no securities of the Issuer directly. Chaffee, Fogelsong, Harrick, Miller, Phelps, Maltz, Dash and Liaw are Managing Directors of IVM XV and share voting and dispositive power over the shares held by IVP XV and IVP XV EF, and may be deemed to own beneficially the shares held by IVP XV and IVP XV EF.
(3)The percentages are based on 83,668,476 shares of Class A Common Stock and 35,381,662 shares of Class B Common Stock reported to be outstanding as of November 3, 2023, in the Issuer’s Form 10-Q for the quarterly period ended September 30, 2023 as filed with the Securities and Exchange Commission on November 7, 2023.

 

   

 

 

CUSIP NO.  03213A 10 4 13 G Page 10 of 17 Pages
           
1 NAMES OF REPORTING PERSONS

Jules A. Maltz
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) ¨   (b) x (1)

3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF
SHARES BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
5 SOLE VOTING POWER
226,453 shares
6 SHARED VOTING POWER
1,895,531 shares (2)
7 SOLE DISPOSITIVE POWER
226,453 shares
8 SHARED DISPOSITIVE POWER
1,895,531 shares (2)
9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,121,984 shares (2)

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*       ¨
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
2.5% of Class A Common Stock (1.8% of Total Common Stock) (3)
12 TYPE OF REPORTING PERSON*
IN
               

(1)This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.
(2)Includes (i) 1,832,065 shares of Class A Common Stock and 53,447 shares of Class B Common Stock held by IVP XV; and (ii) 9,776 shares of Class A Common Stock and 243 shares of Class B Common Stock held by IVP XV EF. Each share of Class B Common Stock is convertible into Class A Common Stock at the option of the holder on a share-for-share basis. IVM XV serves as the sole general partner of IVP XV and IVP XV EF and has shared voting and investment control over the shares owned by IVP XV and IVP XV EF and may be deemed to own beneficially the shares held by IVP XV and IVP XV EF. IVM XV owns no securities of the Issuer directly. Chaffee, Fogelsong, Harrick, Miller, Phelps, Maltz, Dash and Liaw are Managing Directors of IVM XV and share voting and dispositive power over the shares held by IVP XV and IVP XV EF, and may be deemed to own beneficially the shares held by IVP XV and IVP XV EF.
(3)The percentages are based on 83,668,476 shares of Class A Common Stock and 35,381,662 shares of Class B Common Stock reported to be outstanding as of November 3, 2023, in the Issuer’s Form 10-Q for the quarterly period ended September 30, 2023 as filed with the Securities and Exchange Commission on November 7, 2023.

 

   

 

 

CUSIP NO.  03213A 10 4 13 G Page 11 of 17 Pages
           
1 NAMES OF REPORTING PERSONS

Somesh Dash
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) ¨   (b) x (1)

3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF
SHARES BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
5 SOLE VOTING POWER
56,611 shares
6 SHARED VOTING POWER
1,895,531 shares (2)
7 SOLE DISPOSITIVE POWER
56,611 shares
8 SHARED DISPOSITIVE POWER
1,895,531 shares (2)
9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,952,142 shares (2)

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*       ¨
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
2.3% of Class A Common Stock (1.6% of Total Common Stock) (3)
12 TYPE OF REPORTING PERSON*
IN
               
(1)This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.
(2)Includes (i) 1,832,065 shares of Class A Common Stock and 53,447 shares of Class B Common Stock held by IVP XV; and (ii) 9,776 shares of Class A Common Stock and 243 shares of Class B Common Stock held by IVP XV EF. Each share of Class B Common Stock is convertible into Class A Common Stock at the option of the holder on a share-for-share basis. IVM XV serves as the sole general partner of IVP XV and IVP XV EF and has shared voting and investment control over the shares owned by IVP XV and IVP XV EF and may be deemed to own beneficially the shares held by IVP XV and IVP XV EF. IVM XV owns no securities of the Issuer directly. Chaffee, Fogelsong, Harrick, Miller, Phelps, Maltz, Dash and Liaw are Managing Directors of IVM XV and share voting and dispositive power over the shares held by IVP XV and IVP XV EF, and may be deemed to own beneficially the shares held by IVP XV and IVP XV EF.
(3)The percentages are based on 83,668,476 shares of Class A Common Stock and 35,381,662 shares of Class B Common Stock reported to be outstanding as of November 3, 2023, in the Issuer’s Form 10-Q for the quarterly period ended September 30, 2023 as filed with the Securities and Exchange Commission on November 7, 2023.

 

 

 

 

CUSIP NO.  03213A 10 4 13 G Page 12 of 17 Pages
           
1 NAMES OF REPORTING PERSONS

Eric Liaw
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) ¨   (b) x (1)

3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF
SHARES BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
5 SOLE VOTING POWER
17,060 shares
6 SHARED VOTING POWER
1,895,531 shares (2)
7 SOLE DISPOSITIVE POWER
17,060 shares
8 SHARED DISPOSITIVE POWER
1,895,531 shares (2)
9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,912,591 shares (2)

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*  &#x A0;    ¨
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
2.3% of Class A Common Stock (1.6% of Total Common Stock) (3)
12 TYPE OF REPORTING PERSON*
IN
               
(1)This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.
(2)Includes (i) 1,832,065 shares of Class A Common Stock and 53,447 shares of Class B Common Stock held by IVP XV; and (ii) 9,776 shares of Class A Common Stock and 243 shares of Class B Common Stock held by IVP XV EF. Each share of Class B Common Stock is convertible into Class A Common Stock at the option of the holder on a share-for-share basis. IVM XV serves as the sole general partner of IVP XV and IVP XV EF and has shared voting and investment control over the shares owned by IVP XV and IVP XV EF and may be deemed to own beneficially the shares held by IVP XV and IVP XV EF. IVM XV owns no securities of the Issuer directly. Chaffee, Fogelsong, Harrick, Miller, Phelps, Maltz, Dash and Liaw are Managing Directors of IVM XV and share voting and dispositive power over the shares held by IVP XV and IVP XV EF, and may be deemed to own beneficially the shares held by IVP XV and IVP XV EF.
(3)The percentages are based on 83,668,476 shares of Class A Common Stock and 35,381,662 shares of Class B Common Stock reported to be outstanding as of November 3, 2023, in the Issuer’s Form 10-Q for the quarterly period ended September 30, 2023 as filed with the Securities and Exchange Commission on November 7, 2023.

 

 

 

 

Introductory Note: This statement on Schedule 13G is filed by the Reporting Persons with the Commission in respect of shares of Class A Common Stock (“Class A Common Stock”), of Amplitude, Inc., a Delaware corporation (the “Issuer”).

 

Item 1

 

(a)Name of Issuer:                  Amplitude, Inc.

 

(b)Address of Issuer’s Principal Executive Offices:

 

201 Third Street, Suite 200

San Francisco, California 94103

 

Item 2

 

(a)Name of Reporting Persons Filing:

 

1.Institutional Venture Partners XV, L.P. (“IVP XV”)
2.IVP XV Executive Fund, L.P. (“IVP XV EF”)
3.Institutional Venture Management XV, LLC (“IVM XV”)
4.Todd C. Chaffee (“Chaffee”)
5.Norman A. Fogelsong (“Fogelsong”)
6.Stephen J. Harrick (“Harrick”)
7.J. Sanford Miller (“Miller”)
8.Dennis B. Phelps (“Phelps”)
9.Jules A. Maltz (“Maltz”)
10.Somesh Dash (“Dash”)
11.Eric Liaw (“Liaw”)

 

(b)Address of Principal Business Office: c/o Institutional Venture Partners
   3000 Sand Hill Road, Building 2, Suite 250
   Menlo Park, California 94025

 

(c)Citizenship:

 

IVP XV Delaware
IVP XV EF Delaware
IVM XV Delaware
Chaffee United States of America
Fogelsong United States of America
Harrick United States of America
Miller United States of America
Phelps United States of America
Maltz United States of America
Dash United States of America
Liaw United S tates of America

 

(d)Title of Class of Securities:           Class A Common Stock

 

(e)CUSIP Number:             03213A 10 4

 

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Item 3Not applicable.

 

Item 4Ownership.

 

The following information with respect to the ownership of the Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2023:

 

Reporting Persons  Class B
Common
Stock Held
Directly (1)
   Class A Common
Stock Held
Directly (1)
   Sole Voting/
Dispositive
Power
   Shared Voting/
Dispositive
Power (2)
   Beneficial
Ownership
  

 

Percentage of
Class A Common
Stock (3)

   Percentage of
Total Common
Stock (3)
 
IVP XV   53,447    1,832,065    0    1,885,512    1,885,512    2.3%   1.6%
IVP XV EF   243    9,776    0    10,019    10,019    0.0%   0.0%
IVM XV (2)   0    0    0    1,895,531    1,895,531    2.3%   1.6%
Chaffee (2)   0    0    0    1,895,531    1,895,531    2.3%   1.6%
Fogelsong (2)   0    46,286    46,286    1,895,531    1,941,817    2.3%   1.6%
Harrick (2)   0    226,453    226,453    1,895,531    2,121,984    2.5%   1.8%
Miller (2)   0    31,003    31,003    1,895,531    1,926,534    2.3%   1.6%
Phelps (2)   0    52,203    52,203    1,895,531    1,947,734    2.3%   1.6%
Maltz (2)   0    226,453    226,453    1,895,531    2,121,984    2.5%   1.8%
Dash (2)   0    56,611    56,611    1,895,531    1,952,142    2.3%   1.6%
Liaw (2)   0    17,060    17,060    1,895,531    1,912,591    2.3%   1.6%

 

(1)Represents the number of shares of Class A Common Stock and Class B Common Stock, as applicable, held directly.
(2)IVM XV serves as the sole general partner of IVP XV and IVP XV EF and has shared voting and investment control over the shares owned by IVP XV and IVP XV EF and may be deemed to own beneficially the shares held by IVP XV and IVP XV EF. IVM XV owns no securities of the Issuer directly. Chaffee, Fogelsong, Harrick, Miller, Phelps, Maltz, Dash and Liaw are Managing Directors of IVM XV and share voting and dispositive power over the shares held by IVP XV and IVP XV EF, and may be deemed to own beneficially the shares held by IVP XV and IVP XV EF.
(3)The percentages are based on 83,668,476 shares of Class A Common Stock and 35,381,662 shares of Class B Common Stock reported to be outstanding as of November 3, 2023, in the Issuer’s Form 10-Q for the quarterly period ended September 30, 2023 as filed with the Securities and Exchange Commission on November 7, 2023.

 

Item 5Ownership of Five Percent or Less of a Class.

 

If this statement is being filed to report the fact that as of the date hereof, the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: x

 

Item 6Ownership of More Than Five Percent on Behalf of Another Person.

 

Not applicable.

 

Item 7Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company.

 

Not applicable.

 

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Item 8Identification and Classification of Members of the Group.

 

Not applicable.

 

Item 9Notice of Dissolution of Group.

 

Not applicable.

 

Item 10Certification.

 

Not applicable.

 

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SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in the attached statement on Schedule 13G is true, complete and correct.

 

Dated: February 13, 2024  
   
INSTITUTIONAL VENTURE PARTNERS XV, L.P.  
IVP XV EXECUTIVE FUND, L.P.  
   
By: Institutional Venture Management XV, LLC  
Its: General Partner  
   
By: /s/ Tracy Hogan
Tracy Hogan, Attorney-in-Fact  
   
INSTITUTIONAL VENTURE MANAGEMENT XV, LLC  
   
By: /s/ Tracy Hogan
Tracy Hogan, Attorney-in-Fact  
   
/s/ Tracy Hogan  
Tracy Hogan, Attorney-in-Fact for Todd C. Chaffee  
   
/s/ Tracy Hogan  
Tracy Hogan, Attorney-in-Fact for Norman A. Fogelsong  
   
/s/ Tracy Hogan  
Tracy Hogan, Attorney-in-Fact for Stephen J. Harrick  
   
/s/ Tracy Hogan  
Tracy Hogan, Attorney-in-Fact for J. Sanford Miller  
   
/s/ Tracy Hogan  
Tracy Hogan, Attorney-in-Fact for Dennis B. Phelps  
   
/s/ Tracy Hogan  
Tracy Hogan, Attorney-in-Fact for Jules A. Maltz  
   
/s/ Tracy Hogan  
Tracy Hogan, Attorney-in-Fact for Somesh Dash  
   
/s/ Tracy Hogan  
Tracy Hogan, Attorney-in-Fact for Eric Liaw  

 

Exhibit(s):

 

A:     Joint Filing Statement

 

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