Sec Form 4 Filing - Battery Management Corp. @ Amplitude, Inc. - 2021-11-29

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
Battery Management Corp.
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)
ONE MARINA PARK DRIVE, SUITE 1100
3. Date of Earliest Transaction (MM/DD/YY)
11/29/2021
(Street)
BOSTON, MA02210
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 11/29/2021 J( 1 ) 27,000 D $ 0 19,373 I See footnote( 2 )
Class A Common Stock 11/29/2021 J( 3 ) 582,572 D $ 0 418,032 I See footnote( 4 )
Class A Common Stock 11/29/2021 J( 5 ) 605,256 D $ 0 434,310 I See footnote( 6 )
Class A Common Stock 11/29/2021 J( 7 ) 153,928 D $ 0 110,454 I See footnote( 8 )
Class A Common Stock 11/29/2021 J( 9 ) 131,244 D $ 0 94,176 I See footnote( 10 )
Class A Common Stock 11/29/2021 J( 11 ) 150,939 A $ 0 150,939 I See footnote( 12 )
Class A Common Stock 11/29/2021 J( 13 ) 150,939 D $ 0 0 I See footnote( 12 )
Class A Common Stock 11/29/2021 J( 14 ) 150,939 A $ 0 150,939 I See footnote( 15 )
Class A Common Stock 11/29/2021 J( 16 ) 150,939 D $ 0 0 I See footnote( 15 )
Class A Common Stock 11/29/2021 S 22,641 D $ 71.21( 17 ) 29,930( 18 ) D( 19 )
Class A Common Stock 3,192( 20 ) I See footnote( 21 )
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
Battery Management Corp.
ONE MARINA PARK DRIVE, SUITE 1100
BOSTON, MA02210
X
BROWN MICHAEL MAURICE
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 Battery Management Corp. 12/01/2021
Signature of Reporting Person Date
/s/ Christopher Schiavo, as Attorney-in-Fact for Michael M. Brown 12/01/2021
Signature of Reporting Person Date
/s/ Christopher Schiavo, as Attorney-in-Fact for Jesse Feldman 12/01/2021
Signature of Reporting Person Date
/s/ Christopher Schiavo, as Attorney-in-Fact for Russell L. Fleischer 12/01/2021
Signature of Reporting Person Date
/s/ Christopher Schiavo, as Attorney-in-Fact for Roger H. Lee 12/01/2021
Signature of Reporting Person Date
/s/ Christopher Schiavo, as Attorney-in-Fact for Chelsea Stoner 12/01/2021
Signature of Reporting Person Date
/s/ Christopher Schiavo, as Attorney-in-Fact for Dharmesh Thakker 12/01/2021
Signature of Reporting Person Date
/s/ Christopher Schiavo, as Attorney-in-Fact for Scott R. Tobin 12/01/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents a pro rata, in-kind distribution, and not a purchase or sale of securities, by Battery Investment Partners XI, LLC to its members without additional consideration.
( 2 )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. BP XI's investment adviser is Battery Management Corp. Neeraj Agrawal, Michael Brown, Jesse Feldman, Russell Fleischer, Roger Lee, Chelsea Stoner, Dharmesh Thakker, and Scott Tobin (collectively 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. Mr. Agrawal is a director of the Issuer and files separate Section 16 reports.
( 3 )Represents a pro rata, in-kind distribution, and not a purchase or sale of securities, by Battery Ventures XI-A, L.P. to its general partner and limited partners without additional consideration.
( 4 )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. BP XI's investment adviser is Battery Management Corp. 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 for any other purpose. Mr. Agrawal is a director of the Issuer and files separate Section 16 reports.
( 5 )Represents a pro rata, in-kind distribution, and not a purchase or sale of securities, by Battery Ventures XI-A Side Fund, L.P. to its general partner and limited partners without additional consideration.
( 6 )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. BP XI SF's investment adviser is Battery Management Corp. 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. Mr. Agrawal is a director of the Issuer and files separate Section 16 reports.
( 7 )Represents a pro rata, in-kind distribution, and not a purchase or sale of securities, by Battery Ventures XI-B, L.P. to its general partner and limited partners without additional consideration.
( 8 )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. BP XI 's investment adviser is Battery Management Corp. 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. Mr. Agrawal is a director of the Issuer and files separate Section 16 reports.
( 9 )Represents a pro rata, in-kind distribution, and not a purchase or sale of securities, by Battery Ventures XI-B Side Fund, L.P. to its general partner and limited partners without additional consideration.
( 10 )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. BP XI SF's investment adviser is Battery Management Corp. 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. Mr. Agrawal is a director of the Issuer and files separate Section 16 reports.
( 11 )Represents receipt of shares in the distribution in kind described in footnotes (1), (3) and (7).
( 12 )Shares held by BP XI. BP XI's investment adviser is Battery Management Corp. 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. 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. Mr. Agrawal is a director of the Issuer and files separate Section 16 reports.
( 13 )Represents a pro rata, in-kind distribution, and not a purchase or sale of securities, by BP XI to its members without consideration.
( 14 )Represents receipt of shares in the distribution in kind described in footnotes (5) and (9).
( 15 )Shares held by BP XI SF. BP XI SF's investment adviser is Battery Management Corp. 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. 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. Mr. Agrawal is a director of the Issuer and files separate Section 16 reports.
( 16 )Represents a pro rata, in-kind distribution, and not a purchase or sale of securities, by BP XI SF to its members without consideration.
( 17 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $71.00 to $71.64 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 shares sold at each separate price within the range set forth in this footnote.
( 18 )Reflects receipt of shares in the distribution in kind described in footnotes (1), (13) and (16).
( 19 )Shares are held by Jesse Feldman.
( 20 )Reflects receipt of shares in the distribution in kind described in footnotes (13) and (16).
( 21 )Shares are held by The Jesse Feldman Irrevocable Trust of 2016 (the "Trust"), of which Jesse Feldman's spouse is the trustee. Mr. Feldman disclaims beneficial ownership of the shares held by the Trust except to the extent of his proportionate pecuniary interest therein.

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 Partners XI, LLC 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).

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