Filing Details

Accession Number:
0001104659-24-023678
Form Type:
13G Filing
Publication Date:
2024-02-13 19:00:00
Filed By:
Battery Ventures Xi-a, L.p.
Company:
Amplitude Inc.
Filing Date:
2024-02-14
SEC Url:
13G Filing
Ownership Summary

Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.

Name Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Aggregate Amount Owned Power Percent of Class
Battery Ventures XI-A 0 3,335,348 0 3,335,348 3,335,348 4.0%
Battery Ventures XI-B 0 881,274 0 881,274 881,274 1.1%
Battery Ventures XI-A Side Fund 0 3,465,221 0 3,465,221 3,465,221 4.1%
Battery Ventures XI-B Side Fund 0 751,403 0 751,403 751,403 0.9%
Battery Investment Partners XI 0 154,579 0 154,579 154,579 0.2%
Battery Partners XI 0 4,371,201 0 4,371,201 4,371,201 5.2%
Battery Partners XI Side Fund 0 4,216,624 0 4,216,624 4,216,624 5.0%
Battery Ventures Select Fund I 0 361,099 0 361,099 361,099 0.4%
Battery Partners Select Fund I 0 361,099 0 361,099 361,099 0.4%
Battery Investment Partners Select Fund I 0 35,713 0 35,713 35,713 0.0%
Battery Partners Select Fund I GP 0 396,812 0 396,812 396,812 0.5%
Neeraj Agrawal 111,391 8,984,637 111,391 8,984,637 9,096,028 10.9%
Michael Brown 77,104 8,984,637 77,104 8,984,637 9,061,741 10.8%
Jesse Feldman 74,386 8,984,637 74,386 8,984,637 9,059,023 10.8%
Morad Elhafed 10,820 396,812 10,820 396,812 407,632 0.5%
Russell Fleischer 63,515 8,984,637 63,515 8,984,637 9,048,152 10.8%
Roger H. Lee 111,392 8,984,637 111,392 8,984,637 9,096,029 10.9%
Chelsea R. Stoner 104,931 8,984,637 104,931 8,984,637 9,089,568 10.9%
Dharmesh Thakker 0 8,984,637 0 8,984,637 8,984,637 10.7%
Scott R. Tobin 55,851 8,984,637 55,851 8,984,637 9,040,488 10.8%
Filing
 

 

UNITED STATES 

SECURITIES AND EXCHANGE COMMISSION 

Washington, D.C. 20549

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934 

(Amendment No. 2)*

 

Amplitude, Inc. 

(Name of Issuer)

 

Common stock, $0.00001 par value per share 

(Title of Class of Securities)

 

03213A104 

(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:

 

¨

¨

x

Rule 13d-1(b)

Rule 13d-1(c)

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 the disclosures provided in a prior cover page.

 

The information required in 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.   03213A104
1.

Names of Reporting Persons

Battery Ventures XI-A, L.P.

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(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

3,335,348 (2)

7.

Sole Dispositive Power

0 shares

8.

Shared Dispositive Power

3,335,348 (2)

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

3,335,348 (2)

10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)    ¨
11.

Percent of Class Represented by Amount in Row (9)

4.0% (3)

12.

Type of Reporting Person (See Instructions)

PN

       

 

(1)This Schedule 13G is filed by Battery Ventures XI-A, L.P. (“BV11-A”), Battery Ventures XI-B, L.P. (“BV11-B”), Battery Ventures XI-A Side Fund, L.P. (“BV11-A SF”), Battery Ventures XI-B Side Fund, L.P. (“BV11-B SF”), Battery Investment Partners XI, LLC (“BIP11”), Battery Partners XI, LLC (“BP11”), Battery Partners XI Side Fund, LLC (“BP11SF”), Battery Ventures Select Fund I, L.P. (“BV Select I”), Battery Partners Select Fund I, L.P. (“BP Select I”), Battery Investment Partners Select Fund I, L.P. (“BIP Select I”), Battery Partners Select Fund I GP, LLC (“BP Select I GP”), Neeraj Agrawal (“Agrawal”), Michael Brown (“Brown”), Morad Elhafed (“Elhafed”), Jesse Feldman (“Feldman”), Russell Fleischer (“Fleischer”), Roger H. Lee (“Lee”), Chelsea Stoner (“Stoner”), Dharmesh Thakker (“Thakker”), and Scott R. Tobin (“Tobin”). Agrawal, Brown, Feldman, Fleischer, Lee, Stoner, Thakker and Tobin are collectively referred to as the “BV Managing Members” and together with Elhafed, the “BP Select Managing Members” and together with the foregoing entities, the “Reporting Persons.” The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

 

(2)Shares are held by BV11-A. BP11 is the general partner of BV11-A and the BV Managing Members are the managing members of BP11. Each of BP11 and the BV Managing Members shares voting and investment authority over these shares.

 

(3)This percentage is calculated based upon 83,668,476 shares of Common Stock outstanding as of November 3, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission (the “SEC”) on November 7, 2023.

 

 

 

CUSIP No.   03213A104
1.

Names of Reporting Persons

Battery Ventures XI-B, L.P.

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(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

881,274 (2)

7.

Sole Dispositive Power

0 shares

8.

Shared Dispositive Power

881,274 (2)

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

881,274 (2)

10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)    ¨
11.

Percent of Class Represented by Amount in Row (9)

1.1% (3)

12.

Type of Reporting Person (See Instructions)

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)Shares are held by BV11-B. BP11 is the general partner of BV11-B and the BV Managing Members are the managing members of BP11. Each of BP11 and the BV Managing Members shares voting and investment authority over these shares.

 

(3)This percentage is calculated based upon 83,668,476 shares of Common Stock outstanding as of November 3, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on November 7, 2023.

 

 

 

CUSIP No.   03213A104
1.

Names of Reporting Persons

Battery Ventures XI-A Side Fund, L.P.

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(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

3,465,221 (2)

7.

Sole Dispositive Power

0 shares

8.

Shared Dispositive Power

3,465,221 (2)

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

3,465,221 (2)

10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)    ¨
11.

Percent of Class Represented by Amount in Row (9)

4.1% (3)

12.

Type of Reporting Person (See Instructions)

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)Shares are held by BV11-A SF. BP11SF is the general partner of BV11-A SF and the BV Managing Members are the managing members of BP11SF. Each of BP11SF and the BV Managing Members shares voting and investment authority over these shares.

 

(3)This percentage is calculated based upon 83,668,476 shares of Common Stock outstanding as of November 3, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on November 7, 2023.

 

 

 

CUSIP No.   03213A104
1.

Names of Reporting Persons

Battery Ventures XI-B Side Fund, L.P.

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(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

751,403 (2)

7.

Sole Dispositive Power

0 shares

8.

Shared Dispositive Power

751,403 (2)

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

751,403 (2)

10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)    ¨
11.

Percent of Class Represented by Amount in Row (9)

0.9% (3)

12.

Type of Reporting Person (See Instructions)

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)Shares are held by BV11-B SF. BP11SF is the general partner of BV11-B SF and the BV Managing Members are the managing members of BP11SF. Each of BP11SF and the BV Managing Members shares voting and investment authority over these shares.

 

(3)This percentage is calculated based upon 83,668,476 shares of Common Stock outstanding as of November 3, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on November 7, 2023.

 

 

 

CUSIP No.   03213A104
1.

Names of Reporting Persons

Battery Investment Partners XI, LLC

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(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

154,579 (2)

7.

Sole Dispositive Power

0 shares

8.

Shared Dispositive Power

154,579 (2)

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

154,579 (2)

10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)    ¨
11.

Percent of Class Represented by Amount in Row (9)

0.2% (3)

12.

Type of Reporting Person (See Instructions)

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)Shares are held by BIP11. BP11 is the managing member of BIP11 and the BV Managing Members are the managing members of BP11. Each of BP11 and the BV Managing Members shares voting and investment authority over these shares.

 

(3)This percentage is calculated based upon 83,668,476 shares of Common Stock outstanding as of November 3, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on November 7, 2023.

 

 

 

CUSIP No.   03213A104
1.

Names of Reporting Persons

Battery Partners XI, LLC

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(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

4,371,201 (2)

7.

Sole Dispositive Power

0 shares

8.

Shared Dispositive Power

4,371,201 (2)

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

4,371,201 (2)

10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)    ¨
11.

Percent of Class Represented by Amount in Row (9)

5.2% (3)

12.

Type of Reporting Person (See Instructions)

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) 3,335,348 shares held by BV11-A; (ii) 881,274 shares held by BV11-B; and (iii) 154,579 shares held by BIP11. BP11 is the general partner of each of BV11-A and BV11-B and the managing member of BIP11 and the BV Managing Members are the managing members of BP11. Each of BP11 and the BV Managing Members shares voting and investment authority over these shares

 

(3)This percentage is calculated based upon 83,668,476 shares of Common Stock outstanding as of November 3, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on November 7, 2023.

 

 

 

CUSIP No.   03213A104
1.

Names of Reporting Persons

Battery Partners XI Side Fund, LLC

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(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

4,216,624 (2)

7.

Sole Dispositive Power

0 shares

8.

Shared Dispositive Power

4,216,624 (2)

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

4,216,624 (2)

10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)    ¨
11.

Percent of Class Represented by Amount in Row (9)

5.0% (3)

12.

Type of Reporting Person (See Instructions)

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) 3,465,221 shares held by BV11-A SF and (ii) 751,403 shares held by BV11-B SF. BP11SF is the general partner of each BV11-A SF and BV11-B SF and the BV Managing Members are the managing members of BP11SF. Each of BP11SF and the BV Managing Members shares voting and investment authority over these shares.

 

(3)This percentage is calculated based upon 83,668,476 shares of Common Stock outstanding as of November 3, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on November 7, 2023.

 

 

 

CUSIP No.   03213A104
1.

Names of Reporting Persons

Battery Ventures Select Fund I, L.P.

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(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

361,099 (2)

7.

Sole Dispositive Power

0 shares

8.

Shared Dispositive Power

361,099 (2)

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

361,099 (2)

10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)    ¨
11.

Percent of Class Represented by Amount in Row (9)

0.4% (3)

12.

Type of Reporting Person (See Instructions)

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)Shares are held by BV Select I. BP Select I is the general partner of BV Select I, BP Select I GP is the general partner of BP Select I and the BP Select Managing Members are the managing members of BP Select I GP. Each of BP Select I, BP Select I GP and the BP Select Managing Members shares voting and investment authority over these shares.

 

(3)This percentage is calculated based upon 83,668,476 shares of Common Stock outstanding as of November 3, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on November 7, 2023.

 

 

 

CUSIP No.   03213A104
1.

Names of Reporting Persons

Battery Partners Select Fund I, L.P.

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(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

361,099 (2)

7.

Sole Dispositive Power

0 shares

8.

Shared Dispositive Power

361,099 (2)

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

361,099 (2)

10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)    ¨
11.

Percent of Class Represented by Amount in Row (9)

0.4% (3)

12.

Type of Reporting Person (See Instructions)

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 361,099 shares are held by BV Select I. BP Select I is the general partner of BV Select I, BP Select I GP is the general partner of BP Select I and the BP Select Managing Members are the managing members of BP Select I GP. Each of BP Select I, BP Select I GP and the BP Select Managing Members shares voting and investment authority over these shares.

 

(3)This percentage is calculated based upon 83,668,476 shares of Common Stock outstanding as of November 3, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on November 7, 2023.

 

10 

 

 

CUSIP No.   03213A104
1.

Names of Reporting Persons

Battery Investment Partners Select Fund I, L.P.

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(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

35,713 (2)

7.

Sole Dispositive Power

0 shares

8.

Shared Dispositive Power

35,713 (2)

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

35,713 (2)

10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)    ¨
11.

Percent of Class Represented by Amount in Row (9)

0.0% (3)

12.

Type of Reporting Person (See Instructions)

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)Shares are held by BIP Select I. BP Select I GP is the general partner of BIP Select I and the BP Select Managing Members are the managing members of BP Select I GP. Each of BP Select I GP and the BP Select Managing Members shares voting and investment authority over these shares.

 

(3)This percentage is calculated based upon 83,668,476 shares of Common Stock outstanding as of November 3, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on November 7, 2023.

 

11 

 

 

CUSIP No.   03213A104
1.

Names of Reporting Persons

Battery Partners Select Fund I GP, LLC

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(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

396,812 (2)

7.

Sole Dispositive Power

0 shares

8.

Shared Dispositive Power

396,812 (2)

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

396,812 (2)

10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)    ¨
11.

Percent of Class Represented by Amount in Row (9)

0.5% (3)

12.

Type of Reporting Person (See Instructions)

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) 361,099 shares held by BV Select I and (ii) 35,713 shares held by BIP Select I. BP Select I is the general partner of BV Select I. BP Select I GP is the general partner of BP Select I and BIP Select I. The BP Select Managing Members are the managing members of BP Select I GP. Each of BP Select I GP and the BP Select Managing Members shares voting and investment authority over these shares.

 

(3)This percentage is calculated based upon 83,668,476 shares of Common Stock outstanding as of November 3, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on November 7, 2023.

 

12 

 

 

CUSIP No.   03213A104
1.

Names of Reporting Persons

Neeraj Agrawal

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a) ¨ (b) x (1)

3. SEC Use Only
4.

Citizenship or Place of Organization

United States

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person With

5.

Sole Voting Power

111,391

6.

Shared Voting Power

8,984,637 (2)

7.

Sole Dispositive Power

111,391

8.

Shared Dispositive Power

8,984,637 (2)

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

9,096,028 (2)

10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)    ¨
11.

Percent of Class Represented by Amount in Row (9)

10.9% (3)

12.

Type of Reporting Person (See Instructions)

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) 3,335,348 shares held by BV11-A; (ii) 881,274 shares held by BV11-B; (iii) 3,465,221 shares held by BV11-A SF; (iv) 751,403 shares held by BV11-B SF; (v) 154,579 shares held by BIP11; (vi) 361,099 shares held by BV Select I; and (vii) 35,713 shares held by BIP Select I. BP11 is the general partner of each of BV11-A and BV11-B and the managing member of BIP11. BP11SF is the general partner of each BV11-A SF and BV11-B SF. BP Select I is the general partner of BV Select I. BP Select I GP is the general partner of BP Select I and BIP Select I. The BV Managing Members, as managing members of each of BP11 and BP11SF, share voting and investment authority over the shares held by each of BV11-A, BV11-B, BIP11, BV11-A SF and BV11-B SF. The BP Select Managing Members, as managing members of BP Select I GP, share voting and investment authority over the shares held by each of BV Select I and BIP Select I.

 

(3)This percentage is calculated based upon 83,668,476 shares of Common Stock outstanding as of November 3, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on November 7, 2023.

 

13 

 

 

CUSIP No.   03213A104
1.

Names of Reporting Persons

Michael Brown

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a) ¨ (b) x (1)

3. SEC Use Only
4.

Citizenship or Place of Organization

United States

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person With

5.

Sole Voting Power

77,104

6.

Shared Voting Power

8,984,637 (2)

7.

Sole Dispositive Power

77,104

8.

Shared Dispositive Power

8,984,637 (2)

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

9,061,741 (2)

10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)    ¨
11.

Percent of Class Represented by Amount in Row (9)

10.8% (3)

12.

Type of Reporting Person (See Instructions)

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) 3,335,348 shares held by BV11-A; (ii) 881,274 shares held by BV11-B; (iii) 3,465,221 shares held by BV11-A SF; (iv) 751,403 shares held by BV11-B SF; (v) 154,579 shares held by BIP11; (vi) 361,099 shares held by BV Select I; and (vii) 35,713 shares held by BIP Select I. BP11 is the general partner of each of BV11-A and BV11-B and the managing member of BIP11. BP11SF is the general partner of each BV11-A SF and BV11-B SF. BP Select I is the general partner of BV Select I. BP Select I GP is the general partner of BP Select I and BIP Select I. The BV Managing Members, as managing members of each of BP11 and BP11SF, share voting and investment authority over the shares held by each of BV11-A, BV11-B, BIP11, BV11-A SF and BV11-B SF. The BP Select Managing Members, as managing members of BP Select I GP, share voting and investment authority over the shares held by each of BV Select I and BIP Select I.

 

(3)This percentage is calculated based upon 83,668,476 shares of Common Stock outstanding as of November 3, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on November 7, 2023.

 

14 

 

 

CUSIP No.   03213A104
1.

Names of Reporting Persons

Jesse Feldman

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a) ¨ (b) x (1)

3. SEC Use Only
4.

Citizenship or Place of Organization

United States

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person With

5.

Sole Voting Power

74,386

6.

Shared Voting Power

8,984,637 (2)

7.

Sole Dispositive Power

74,386

8.

Shared Dispositive Power

8,984,637 (2)

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

9,059,023 (2)

10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)    ¨
11.

Percent of Class Represented by Amount in Row (9)

10.8% (3)

12.

Type of Reporting Person (See Instructions)

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) 3,335,348 shares held by BV11-A; (ii) 881,274 shares held by BV11-B; (iii) 3,465,221 shares held by BV11-A SF; (iv) 751,403 shares held by BV11-B SF; (v) 154,579 shares held by BIP11; (vi) 361,099 shares held by BV Select I; and (vii) 35,713 shares held by BIP Select I. BP11 is the general partner of each of BV11-A and BV11-B and the managing member of BIP11. BP11SF is the general partner of each BV11-A SF and BV11-B SF. BP Select I is the general partner of BV Select I. BP Select I GP is the general partner of BP Select I and BIP Select I. The BV Managing Members, as managing members of each of BP11 and BP11SF, share voting and investment authority over the shares held by each of BV11-A, BV11-B, BIP11, BV11-A SF and BV11-B SF. The BP Select Managing Members, as managing members of BP Select I GP, share voting and investment authority over the shares held by each of BV Select I and BIP Select I.

 

(3)This percentage is calculated based upon 83,668,476 shares of Common Stock outstanding as of November 3, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on November 7, 2023.

 

15 

 

 

CUSIP No.   03213A104
1.

Names of Reporting Persons

Morad Elhafed

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a) ¨ (b) x (1)

3. SEC Use Only
4.

Citizenship or Place of Organization

United States

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person With

5.

Sole Voting Power

10,820

6.

Shared Voting Power

396,812 (2)

7.

Sole Dispositive Power

10,820

8.

Shared Dispositive Power

396,812 (2)

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

407,632 (2)

10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)    ¨
11.

Percent of Class Represented by Amount in Row (9)

0.5% (3)

12.

Type of Reporting Person (See Instructions)

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) 361,099 shares held by BV Select I; and (ii) 35,713 shares held by BIP Select I. BP Select I is the general partner of BV Select I. BP Select I GP is the general partner of BP Select I and BIP Select I. The BP Select Managing Members, as managing members of BP Select I GP, share voting and investment authority over the shares held by each of BV Select I and BIP Select I.

 

(3)This percentage is calculated based upon 83,668,476 shares of Common Stock outstanding as of November 3, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on November 7, 2023.

 

16 

 

 

CUSIP No.   03213A104
1.

Names of Reporting Persons

Russell Fleischer

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a) ¨ (b) x (1)

3. SEC Use Only
4.

Citizenship or Place of Organization

United States

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person With

5.

Sole Voting Power

63,515

6.

Shared Voting Power

8,984,637 (2)

7.

Sole Dispositive Power

63,515

8.

Shared Dispositive Power

8,984,637 (2)

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

9,048,152 (2)

10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)    ¨
11.

Percent of Class Represented by Amount in Row (9)

10.8% (3)

12.

Type of Reporting Person (See Instructions)

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) 3,335,348 shares held by BV11-A; (ii) 881,274 shares held by BV11-B; (iii) 3,465,221 shares held by BV11-A SF; (iv) 751,403 shares held by BV11-B SF; (v) 154,579 shares held by BIP11; (vi) 361,099 shares held by BV Select I; and (vii) 35,713 shares held by BIP Select I. BP11 is the general partner of each of BV11-A and BV11-B and the managing member of BIP11. BP11SF is the general partner of each BV11-A SF and BV11-B SF. BP Select I is the general partner of BV Select I. BP Select I GP is the general partner of BP Select I and BIP Select I. The BV Managing Members, as managing members of each of BP11 and BP11SF, share voting and investment authority over the shares held by each of BV11-A, BV11-B, BIP11, BV11-A SF and BV11-B SF. The BP Select Managing Members, as managing members of BP Select I GP, share voting and investment authority over the shares held by each of BV Select I and BIP Select I.

 

(3)This percentage is calculated based upon 83,668,476 shares of Common Stock outstanding as of November 3, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on November 7, 2023.

 

17 

 

 

CUSIP No.   03213A104
1.

Names of Reporting Persons

Roger H. Lee

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a) ¨ (b) x (1)

3. SEC Use Only
4.

Citizenship or Place of Organization

United States

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person With

5.

Sole Voting Power

111,392

6.

Shared Voting Power

8,984,637 (2)

7.

Sole Dispositive Power

111,392

8.

Shared Dispositive Power

8,984,637 (2)

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

9,096,029 (2)

10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)    ¨
11.

Percent of Class Represented by Amount in Row (9)

10.9% (3)

12.

Type of Reporting Person (See Instructions)

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) 3,335,348 shares held by BV11-A; (ii) 881,274 shares held by BV11-B; (iii) 3,465,221 shares held by BV11-A SF; (iv) 751,403 shares held by BV11-B SF; (v) 154,579 shares held by BIP11; (vi) 361,099 shares held by BV Select I; and (vii) 35,713 shares held by BIP Select I. BP11 is the general partner of each of BV11-A and BV11-B and the managing member of BIP11. BP11SF is the general partner of each BV11-A SF and BV11-B SF. BP Select I is the general partner of BV Select I. BP Select I GP is the general partner of BP Select I and BIP Select I. The BV Managing Members, as managing members of each of BP11 and BP11SF, share voting and investment authority over the shares held by each of BV11-A, BV11-B, BIP11, BV11-A SF and BV11-B SF. The BP Select Managing Members, as managing members of BP Select I GP, share voting and investment authority over the shares held by each of BV Select I and BIP Select I.

 

(3)This percentage is calculated based upon 83,668,476 shares of Common Stock outstanding as of November 3, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on November 7, 2023.

 

18 

 

 

CUSIP No.   03213A104
1.

Names of Reporting Persons

Chelsea R. Stoner

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a) ¨ (b) x (1)

3. SEC Use Only
4.

Citizenship or Place of Organization

United States

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person With

5.

Sole Voting Power

104,931

6.

Shared Voting Power

8,984,637 (2)

7.

Sole Dispositive Power

104,931

8.

Shared Dispositive Power

8,984,637 (2)

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

9,089,568 (2)

10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)    ¨
11.

Percent of Class Represented by Amount in Row (9)

10.9% (3)

12.

Type of Reporting Person (See Instructions)

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) 3,335,348 shares held by BV11-A; (ii) 881,274 shares held by BV11-B; (iii) 3,465,221 shares held by BV11-A SF; (iv) 751,403 shares held by BV11-B SF; (v) 154,579 shares held by BIP11; (vi) 361,099 shares held by BV Select I; and (vii) 35,713 shares held by BIP Select I. BP11 is the general partner of each of BV11-A and BV11-B and the managing member of BIP11. BP11SF is the general partner of each BV11-A SF and BV11-B SF. BP Select I is the general partner of BV Select I. BP Select I GP is the general partner of BP Select I and BIP Select I. The BV Managing Members, as managing members of each of BP11 and BP11SF, share voting and investment authority over the shares held by each of BV11-A, BV11-B, BIP11, BV11-A SF and BV11-B SF. The BP Select Managing Members, as managing members of BP Select I GP, share voting and investment authority over the shares held by each of BV Select I and BIP Select I.

 

(3)This percentage is calculated based upon 83,668,476 shares of Common Stock outstanding as of November 3, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on November 7, 2023.

 

19 

 

 

CUSIP No.   03213A104
1.

Names of Reporting Persons

Dharmesh Thakker

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a) ¨ (b) x (1)

3. SEC Use Only
4.

Citizenship or Place of Organization

United States

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person With

5.

Sole Voting Power

0

6.

Shared Voting Power

8,984,637 (2)

7.

Sole Dispositive Power

0

8.

Shared Dispositive Power

8,984,637 (2)

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

8,984,637 (2) 

10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)    ¨
11.

Percent of Class Represented by Amount in Row (9)

10.7% (3)

12.

Type of Reporting Person (See Instructions)

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) 3,335,348 shares held by BV11-A; (ii) 881,274 shares held by BV11-B; (iii) 3,465,221 shares held by BV11-A SF; (iv) 751,403 shares held by BV11-B SF; (v) 154,579 shares held by BIP11; (vi) 361,099 shares held by BV Select I; and (vii) 35,713 shares held by BIP Select I. BP11 is the general partner of each of BV11-A and BV11-B and the managing member of BIP11. BP11SF is the general partner of each BV11-A SF and BV11-B SF. BP Select I is the general partner of BV Select I. BP Select I GP is the general partner of BP Select I and BIP Select I. The BV Managing Members, as managing members of each of BP11 and BP11SF, share voting and investment authority over the shares held by each of BV11-A, BV11-B, BIP11, BV11-A SF and BV11-B SF. The BP Select Managing Members, as managing members of BP Select I GP, share voting and investment authority over the shares held by each of BV Select I and BIP Select I.

 

(3)This percentage is calculated based upon 83,668,476 shares of Common Stock outstanding as of November 3, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on November 7, 2023.

 

20 

 

 

CUSIP No.   03213A104
1.

Names of Reporting Persons

Scott R. Tobin

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a) ¨ (b) x (1)

3. SEC Use Only
4.

Citizenship or Place of Organization

United States

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person With

5.

Sole Voting Power

55,851

6.

Shared Voting Power

8,984,637 (2)

7.

Sole Dispositive Power

55,851

8.

Shared Dispositive Power

8,984,637 (2)

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

9,040,488 (2)

10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)    ¨
11.

Percent of Class Represented by Amount in Row (9)

10.8% (3)

12.

Type of Reporting Person (See Instructions)

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) 3,335,348 shares held by BV11-A; (ii) 881,274 shares held by BV11-B; (iii) 3,465,221 shares held by BV11-A SF; (iv) 751,403 shares held by BV11-B SF; (v) 154,579 shares held by BIP11; (vi) 361,099 shares held by BV Select I; and (vii) 35,713 shares held by BIP Select I. BP11 is the general partner of each of BV11-A and BV11-B and the managing member of BIP11. BP11SF is the general partner of each BV11-A SF and BV11-B SF. BP Select I is the general partner of BV Select I. BP Select I GP is the general partner of BP Select I and BIP Select I. The BV Managing Members, as managing members of each of BP11 and BP11SF, share voting and investment authority over the shares held by each of BV11-A, BV11-B, BIP11, BV11-A SF and BV11-B SF. The BP Select Managing Members, as managing members of BP Select I GP, share voting and investment authority over the shares held by each of BV Select I and BIP Select I.

 

(3)This percentage is calculated based upon 83,668,476 shares of Common Stock outstanding as of November 3, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on November 7, 2023.

 

21 

 

 

Item 1.
  (a)

Name of Issuer

Amplitude, Inc.

  (b)

Address of Issuer’s Principal Executive Offices

201 Third Street, Suite 200

San Francisco, CA 94103

 
Item 2.
  (a)

Name of Person Filing

Battery Ventures XI-A, L.P. (“BV11-A”)

Battery Ventures XI-B, L.P. (“BV11-B”)

Battery Ventures XI-A Side Fund, L.P. (“BV11-A SF”)

Battery Ventures XI-B Side Fund, L.P. (“BV11-B SF”)

Battery Investment Partners XI, LLC (“BIP11”)

Battery Partners XI, LLC (“BP11”)

Battery Partners XI Side Fund, LLC (“BP11SF”)

Battery Ventures Select Fund I, L.P. (“BV Select I”)

Battery Partners Select Fund I, L.P. (“BP Select I”)

Battery Investment Partners Select Fund I, L.P. (“BIP Select I”)

Battery Partners Select Fund I GP, LLC (“BP Select I GP”)

Neeraj Agrawal (“Agrawal”)

Michael Brown (“Brown”)

Morad Elhafed (“Elhafed”)

Jesse Feldman (“Feldman”)

Russell Fleischer (“Fleischer”)

Roger H. Lee (“Lee”)

Chelsea Stoner (“Stoner”)

Dharmesh Thakker (“Thakker”)

Scott R. Tobin (“Tobin”)

  (b)

Address of Principal Business Office or, if none, Residence

Battery Ventures

One Marina Park Drive

Suite 1100

Boston, MA 02210

  (c) Citizenship      
    Entities: BV11-A - Delaware
      BV11-B - Delaware
      BV-11A SF - Delaware
      BV-11B SF - Delaware
      BIP11 - Delaware
      BP11 - Delaware
      BP11SF - Delaware
      BV Select I - Delaware
      BP Select I - Delaware
      BIP Select I - Delaware
      BP Select I GP - Delaware

 

22 

 

 

    Individuals: Agrawal - United States
      Brown - United States
      Elhafed - United States
      Feldman - United States
      Fleischer - United States
      Lee - United States
      Stoner - United States
      Thakker - United States
      Tobin - United States
  (d)

Title of Class of Securities

Common Stock, $0.00001 par value (“Common Stock”)

  (e)

CUSIP Number

03213A104

       

 

Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
  Not applicable
       

 

Item 4. Ownership
  The following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1 is provided as of December 31, 2023:
       

 

  (a)

Amount beneficially owned:

See Row 9 of cover page for each Reporting Person

  (b)

Percent of class:

See Row 11 of cover page for each Reporting Person

  (c) Number of shares as to which the person has:
    (i)

Sole power to vote or to direct the vote:

See Row 5 of cover page for each Reporting Person.

    (ii)

Shared power to vote or to direct the vote:

See Row 6 of cover page for each Reporting Person.

    (iii)

Sole power to dispose or to direct the disposition of:

See Row 7 of cover page for each Reporting Person.

    (iv)

Shared power to dispose or to direct the disposition of:

See Row 8 of cover page for each Reporting Person.

       

 

Item 5. Ownership 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   ¨
 
Item 6. Ownership of More than Five Percent on Behalf of Another Person
  Not applicable
       

 

23 

 

 

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person
  Not applicable
 
Item 8. Identification and Classification of Members of the Group
  Not applicable
 
Item 9. Notice of Dissolution of Group
  Not applicable
 
Item 10. Certification
  Not applicable

 

24 

 

 

Signature

 

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

 

Dated: February 14, 2024

 

BATTERY VENTURES XI-A, L.P.   BATTERY VENTURES XI-A SIDE FUND, L.P.
     
By: /s/ Christopher Schiavo   By: /s/ Christopher Schiavo
Name: Christopher Schiavo   Name: Christopher Schiavo
Title: Attorney-in-Fact   Title: Attorney-in-Fact
         
BATTERY VENTURES XI-B, L.P.   BATTERY VENTURES XI-B SIDE FUND, L.P.
     
By: /s/ Christopher Schiavo   By: /s/ Christopher Schiavo
Name: Christopher Schiavo   Name: Christopher Schiavo
Title: Attorney-in-Fact   Title: Attorney-in-Fact
         
BATTERY INVESTMENT PARTNERS XI, LLC   BATTERY PARTNERS XI SIDE FUND, LLC
     
By: /s/ Christopher Schiavo   By: /s/ Christopher Schiavo
Name: Christopher Schiavo   Name: Christopher Schiavo
Title: Attorney-in-Fact   Title: Attorney-in-Fact
         
BATTERY PARTNERS XI, LLC    
     
By: /s/ Christopher Schiavo    
Name: Christopher Schiavo    
Title: Attorney-in-Fact    

 

BATTERY VENTURES SELECT FUND I, L.P.   BATTERY INVESTMENT PARTNERS SELECT FUND I, L.P.
     
By: /s/ Christopher Schiavo   By: /s/ Christopher Schiavo
Name: Christopher Schiavo   Name: Christopher Schiavo
Title: Attorney-in-Fact   Title: Attorney-in-Fact
         
BATTERY PARTNERS SELECT FUND I, L.P.   BATTERY PARTNERS SELECT FUND I GP, LLC
     
By: /s/ Christopher Schiavo   By: /s/ Christopher Schiavo
Name: Christopher Schiavo   Name: Christopher Schiavo
Title: Attorney-in-Fact   Title: Attorney-in-Fact
         
NEERAJ AGRAWAL   ROGER H. LEE
     
By: /s/ Christopher Schiavo   By: /s/ Christopher Schiavo
Name: Christopher Schiavo   Name: Christopher Schiavo
Title: Attorney-in-Fact   Title: Attorney-in-Fact
         
MICHAEL BROWN   CHELSEA R. STONER
     
By: /s/ Christopher Schiavo   By: /s/ Christopher Schiavo
Name: Christopher Schiavo   Name: Christopher Schiavo
Title: Attorney-in-Fact   Title: Attorney-in-Fact
         
MORAD ELHAFED   DHARMESH THAKKER
     
By: /s/ Christopher Schiavo   By: /s/ Christopher Schiavo
Name: Christopher Schiavo   Name: Christopher Schiavo
Title: Attorney-in-Fact   Title: Attorney-in-Fact

 

25 

 

 

JESSE FELDMAN   SCOTT R. TOBIN
     
By: /s/ Christopher Schiavo   By: /s/ Christopher Schiavo
Name: Christopher Schiavo   Name: Christopher Schiavo
Title: Attorney-in-Fact   Title: Attorney-in-Fact
         
RUSSELL FLEISCHER    
     
By: /s/ Christopher Schiavo    
Name: Christopher Schiavo    
Title: Attorney-in-Fact    

 

  ATTENTION  
Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).

 

26 

 

 

Exhibit(s):

 

AJoint Filing Agreement

 

27 

 

 

EXHIBIT A

 

JOINT FILING AGREEMENT

 

We, the undersigned, hereby express our agreement that the attached Schedule 13G (or any amendments thereto) relating to the Common Stock of Amplitude, Inc. is filed on behalf of each of us.

 

Dated: February 14, 2024

 

BATTERY VENTURES XI-A, L.P.   BATTERY VENTURES XI-A SIDE FUND, L.P.
     
By: /s/ Christopher Schiavo   By: /s/ Christopher Schiavo
Name: Christopher Schiavo   Name: Christopher Schiavo
Title: Attorney-in-Fact   Title: Attorney-in-Fact
         
BATTERY VENTURES XI-B, L.P.   BATTERY VENTURES XI-B SIDE FUND, L.P.
     
By: /s/ Christopher Schiavo   By: /s/ Christopher Schiavo
Name: Christopher Schiavo   Name: Christopher Schiavo
Title: Attorney-in-Fact   Title: Attorney-in-Fact
         
BATTERY INVESTMENT PARTNERS XI, LLC   BATTERY PARTNERS XI SIDE FUND, LLC
     
By: /s/ Christopher Schiavo   By: /s/ Christopher Schiavo
Name: Christopher Schiavo   Name: Christopher Schiavo
Title: Attorney-in-Fact   Title: Attorney-in-Fact
         
BATTERY PARTNERS XI, LLC    
     
By: /s/ Christopher Schiavo    
Name: Christopher Schiavo    
Title: Attorney-in-Fact    

 

BATTERY VENTURES SELECT FUND I, L.P.   BATTERY INVESTMENT PARTNERS SELECT FUND I, L.P.
     
By: /s/ Christopher Schiavo   By: /s/ Christopher Schiavo
Name: Christopher Schiavo   Name: Christopher Schiavo
Title: Attorney-in-Fact   Title: Attorney-in-Fact
         
BATTERY PARTNERS SELECT FUND I, L.P.   BATTERY PARTNERS SELECT FUND I GP, LLC
     
By: /s/ Christopher Schiavo   By: /s/ Christopher Schiavo
Name: Christopher Schiavo   Name: Christopher Schiavo
Title: Attorney-in-Fact   Title: Attorney-in-Fact
         
NEERAJ AGRAWAL   ROGER H. LEE
     
By: /s/ Christopher Schiavo   By: /s/ Christopher Schiavo
Name: Christopher Schiavo   Name: Christopher Schiavo
Title: Attorney-in-Fact   Title: Attorney-in-Fact
         
MICHAEL BROWN   CHELSEA R. STONER
     
By: /s/ Christopher Schiavo   By: /s/ Christopher Schiavo
Name: Christopher Schiavo   Name: Christopher Schiavo
Title: Attorney-in-Fact   Title: Attorney-in-Fact
         
MORAD ELHAFED   DHARMESH THAKKER
     
By: /s/ Christopher Schiavo   By: /s/ Christopher Schiavo
Name: Christopher Schiavo   Name: Christopher Schiavo
Title: Attorney-in-Fact   Title: Attorney-in-Fact

 

28 

 

 

JESSE FELDMAN   SCOTT R. TOBIN
     
By: /s/ Christopher Schiavo   By: /s/ Christopher Schiavo
Name: Christopher Schiavo   Name: Christopher Schiavo
Title: Attorney-in-Fact   Title: Attorney-in-Fact
         
RUSSELL FLEISCHER    
     
By: /s/ Christopher Schiavo    
Name: Christopher Schiavo    
Title: Attorney-in-Fact    

 

29