Sec Form 4 Filing - Harms Christopher @ Amplitude, Inc. - 2023-08-15

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 Harms Christopher 2. Issuer Name and Ticker or Trading Symbol Amplitude, Inc. [ AMPL] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Financial Officer (Last) (First) (Middle) C/O AMPLITUDE, INC., 201 THIRD ST., SUITE 200 3. Date of Earliest Transaction (MM/DD/YY) 08/15/2023 (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) Code V Amount (A) or (D) Price Class A Common Stock 08/15/2023 A 247,579 ( 1 ) A $ 0 640,970 ( 2 ) D Class A Common Stock 08/15/2023 F 11,759 ( 3 ) D $ 11.37 629,211 ( 4 ) D

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 Sha res Employee Stock Option (Right to Buy) $ 6.52 08/15/2023 A 143,788 ( 5 ) 08/14/2033 Class A Common Stock 143,788 $ 0 143,788 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Harms Christopher C/O AMPLITUDE, INC. 201 THIRD ST., SUITE 200 SAN FRANCISCO, CA94103 Chief Financial Officer Signatures /s/ Elizabeth Fisher, as Attorney-in-Fact for Christopher Harms 08/17/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Each restricted stock unit ("RSU") represents a right to receive one share of the Issuer's Class A Common Stock. The RSUs vest in sixteen substantially equal quarterly installments beginning on November 15, 2023, subject to the continued service of the reporting person through each vesting date. ( 2 )Includes 621,631 RSUs. ( 3 )Represents shares of the Issuer's Class A Common Stock withheld by the Issuer solely to satisfy tax withholding obligations in connection with the net issuance of shares of the Issuer's Class A Common Stock delivered to the reporting person on August 15, 2023, from the vesting of RSUs, and does not represent a sale by the reporting person. ( 4 )Includes 587,626 RSUs. ( 5 )1/48th of the shares subject to the option vest on each monthly anniversary measured from August 15, 2023 (the "Vesting Commencement Date"), such that 100% of the shares subject to the option will be fully vested and exercisable on the fourth anniversary of the Vesting Commencement Date, subject to the continued service of the reporting person through each vesting date.

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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