Sec Form 3 Filing - Institutional Venture Management XV, LLC @ Amplitude, Inc. - 2021-09-21

FORM 3 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 Institutional Venture Management XV, LLC 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) 300 SAND HILL ROAD, BUILDING 2, SUITE 250 3. Date of Earliest Transaction (MM/DD/YY) 09/21/2021 (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

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 Class B Common Stock $ 0 ( 1 ) ( 1 ) Class A Common Stock 8,716,001 I See footnote ( 2 ) Class B Common Stock $ 0 ( 1 ) ( 1 ) Class A Common Stock 46,354 I See footnote ( 3 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Institutional Venture Management XV, LLC 300 SAND HILL ROAD, BUILDING 2 SUITE 250 MENLO PARK, CA94025 X Institutional Venture Partners XV, L.P. 300 SAND HILL ROAD, BUILDING 2 SUITE 250 MENLO PARK, CA94025 X Chaffee Todd C 300 SAND HILL ROAD, BUILDING 2 SUITE 250 MENLO PARK, CA94025 X Dash Somesh 300 SAND HILL ROAD, BUILDING 2 SUITE 250 MENLO PARK, CA94025 X FOGELSONG NORMAN A 300 SAND HILL ROAD, BUILDING2, SUITE 250 MENLO PARK, CA94025 X Harrick Stephen J 300 SAND HILL ROAD, BUILDING 2 SUITE 250 MENLO PARK, CA94025 X Liaw Eric 300 SAND HILL ROAD, BUILDING 2 SUITE 250 MENLO PARK, CA94025 X Maltz Jules A. 300 SAND HILL ROAD, BUILDING 2 SUITE 250 MENLO PARK, CA94025 X Miller J Sanford 300 SAND HILL ROAD, BUILDING 2 SUITE 250 MENLO PARK, CA94025 X Phelps Dennis B 300 SAND HILL ROAD, BUILDING 2 SUITE 250 MENLO PARK, CA94025 X Signatures Institutional Venture Management XV, LLC, By: /s/ Tracy Hogan, Attorney-in-Fact 09/21/2021 Signature of Reporting Person Date Institutional Venture Partners XV, L.P., By: Institutional Venture Management XV, LLC, its general partner, By: /s/ Eric Liaw, managing member 09/21/2021 Signature of Reporting Person Date Todd C. Chaffee, By: /s/ Tracy Hogan, Attorney-in-Fact 09/21/2021 Signature of Reporting Person Date Somesh Dash, By: /s/ Tracy Hogan, Attorney-in-Fact 09/21/2021 Signature of Reporting Person Date Norman A. Fogelsong, By: /s/ Tracy Hogan, Attorney-in-Fact 09/21/2021 Signature of Reporting Person Date Stephen J. Harrick, By: /s/ Tracy Hogan, Attorney-in-Fact 09/21/2021 Signature of Reporting Person Date Eric Liaw, By: /s/ Tracy Hogan, Attorney-in-Fact 09/21/2021 Signature of Reporting Person Date Jules A. Maltz, By: /s/ Tracy Hogan, Attorney-in-Fact 09/21/2021 Signature of Reporting Person Date J. Sanford Miller, By: /s/ Tracy Hogan, Attorney-in-Fact 09/21/2021 Signature of Reporting Person Date Dennis B. Phelps, Jr., By: /s/ Tracy Hogan, Attorney-in-Fact 09/21/2021 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 )These shares are owned directly by Institutional Venture Partners XV, L.P., of which Institutional Venture Management XV, LLC ("IVM XV") is the sole general partner and exercises voting and investment power over these shares. The managing directors of IVM XV are Todd C. Chaffee, Somesh Dash, Norman A. Fogelsong, Stephen J. Harrick, Eric Liaw, Jules A. Maltz, J. Sanford Miller and Dennis B. Phelps, Jr. The reporting persons disclaim beneficial ownership of these securities, except to the extent of their respective proportionate pecuniary interest therein and this report shall not be deemed an admission that any reporting person is the beneficial owner of such securities for Section 16 or any other purpose. ( 3 )These shares are owned directly by Institutional Venture Partners XV Executive Fund, L.P., of which IVM XV is the sole general partner and exercises voting and investment power over these shares. The managing directors of IVM XVare Todd C. Chaffee, Somesh Dash, Norman A. Fogelsong, Stephen J. Harrick, Eric Liaw, Jules A. Maltz, J. Sanford Miller and Dennis B. Phelps, Jr. The reporting persons disclaim beneficial ownership of these securities, except to the extent of their respective proportionate pecuniary interest therein and this report shall not be deemed an admission that any reporting person is the beneficial owner of such securities for Section 16 or any other purpose.

Remarks: 1 of 2: The number of joint filers exceeds the EDGAR maximum of 10 joint filers per Form. This Form 3 is being filed in conjunction with a Form 3 being filed by Institutional Venture Partners XV Executive Fund, L.P.

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).

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