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Filing Details

Accession Number:: 0001104659-21-140215
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2021-11-16 21:42:55
Reporting Period:: 2021-11-12

Accepted Time:: 2021-11-16 21:42:55
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1866692	Amplitude Inc.	AMPL	Services-Prepackaged Software (7372)	DE

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
1091435	Mitchell Lasky	C/O Benchmark 2965 Woodside Road Woodside CA 94062	No	No	Yes	No
1190191	William J Gurley	C/O Benchmark 2965 Woodside Road Woodside CA 94062	No	No	Yes	No
1190193	M Steven Spurlock	2965 Woodside Road Woodside CA 94062	No	No	Yes	No
1219230	H Peter Fenton	C/O Benchmark 2965 Woodside Road Woodside CA 94062	No	No	Yes	No
1572685	Matt Cohler	C/O Benchmark 2965 Woodside Road Woodside CA 94062	No	No	Yes	No
1695859	Chetan Puttagunta	C/O Benchmark 2965 Woodside Road Woodside CA 94062	No	No	Yes	No
1774645	E Sarah Tavel	C/O Benchmark 2965 Woodside Road Woodside CA 94062	No	No	Yes	No
1825956	An-Yen Hu	C/O Benchmark 2965 Woodside Road Woodside CA 94062	No	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Class A Common Stock	Acquisiton	2021-11-12	3,000,000	$0.00	3,000,000	No	4	C	Indirect	See footnote
Class A Common Stock	Disposition	2021-11-12	3,000,000	$0.00	0	No	4	J	Indirect	See footnote
Class A Common Stock	Acquisiton	2021-11-12	51,775	$0.00	84,673	No	4	J	Indirect	See footnote
Class A Common Stock	Disposition	2021-11-15	35	$67.71	84,638	No	4	S	Indirect	See footnote
Class A Common Stock	Disposition	2021-11-15	287	$69.28	84,351	No	4	S	Indirect	See footnote
Class A Common Stock	Disposition	2021-11-15	688	$70.37	83,663	No	4	S	Indirect	See footnote
Class A Common Stock	Disposition	2021-11-15	745	$71.28	82,918	No	4	S	Indirect	See footnote
Class A Common Stock	Disposition	2021-11-15	396	$72.36	82,522	No	4	S	Indirect	See footnote
Class A Common Stock	Disposition	2021-11-15	277	$73.05	82,245	No	4	S	Indirect	See footnote
Class A Common Stock	Acquisiton	2021-11-12	173,254	$0.00	288,753	No	4	J	Indirect	See footnote
Class A Common Stock	Acquisiton	2021-11-12	124,690	$0.00	204,498	No	4	J	Indirect	See footnote
Class A Common Stock	Disposition	2021-11-15	71	$67.71	204,427	No	4	S	Indirect	See footnote
Class A Common Stock	Disposition	2021-11-15	589	$69.28	203,838	No	4	S	Indirect	See footnote
Class A Common Stock	Disposition	2021-11-15	1,410	$70.37	202,428	No	4	S	Indirect	See footnote
Class A Common Stock	Disposition	2021-11-15	1,527	$71.28	200,901	No	4	S	Indirect	See footnote
Class A Common Stock	Disposition	2021-11-15	813	$72.36	200,088	No	4	S	Indirect	See footnote
Class A Common Stock	Disposition	2021-11-15	568	$73.05	199,520	No	4	S	Indirect	See footnote
Class A Common Stock	Acquisiton	2021-11-12	5,910	$0.00	9,850	No	4	J	Indirect	See footnote
Class A Common Stock	Acquisiton	2021-11-12	148,729	$0.00	247,879	No	4	J	Indirect	See footnote
Class A Common Stock	Acquisiton	2021-11-12	11,820	$0.00	11,820	No	4	J	Indirect	See footnote
Class A Common Stock	Acquisiton	2021-11-12	142,820	$0.00	142,820	No	4	J	Indirect	See footnote
Class A Common Stock	Acquisiton	2021-11-12	88,876	$0.00	144,526	No	4	J	Indirect	See footnote
Class A Common Stock	Disposition	2021-11-15	77	$67.71	144,449	No	4	S	Indirect	See footnote
Class A Common Stock	Disposition	2021-11-15	638	$69.28	143,811	No	4	S	Indirect	See footnote
Class A Common Stock	Disposition	2021-11-15	1,530	$70.37	142,281	No	4	S	Indirect	See footnote
Class A Common Stock	Disposition	2021-11-15	1,656	$71.28	140,625	No	4	S	Indirect	See footnote
Class A Common Stock	Disposition	2021-11-15	882	$72.36	139,743	No	4	S	Indirect	See footnote
Class A Common Stock	Disposition	2021-11-15	616	$73.05	139,127	No	4	S	Indirect	See footnote
Class A Common Stock	Acquisiton	2021-11-12	1,044	$0.00	1,740	No	4	J	Indirect	See footnote
Class A Common Stock	Acquisiton	2021-11-12	1,214	$0.00	1,214	No	4	J	Indirect	See footnote

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	C	Indirect	See footnote
No	4	J	Indirect	See footnote
No	4	J	Indirect	See footnote
No	4	S	Indirect	See footnote
No	4	S	Indirect	See footnote
No	4	S	Indirect	See footnote
No	4	S	Indirect	See footnote
No	4	S	Indirect	See footnote
No	4	S	Indirect	See footnote
No	4	J	Indirect	See footnote
No	4	J	Indirect	See footnote
No	4	S	Indirect	See footnote
No	4	S	Indirect	See footnote
No	4	S	Indirect	See footnote
No	4	S	Indirect	See footnote
No	4	S	Indirect	See footnote
No	4	S	Indirect	See footnote
No	4	J	Indirect	See footnote
No	4	J	Indirect	See footnote
No	4	J	Indirect	See footnote
No	4	J	Indirect	See footnote
No	4	J	Indirect	See footnote
No	4	S	Indirect	See footnote
No	4	S	Indirect	See footnote
No	4	S	Indirect	See footnote
No	4	S	Indirect	See footnote
No	4	S	Indirect	See footnote
No	4	S	Indirect	See footnote
No	4	J	Indirect	See footnote
No	4	J	Indirect	See footnote

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Class A Common Stock	Class B Common Stock	Disposition	2021-11-12	3,000,000	$0.00	3,000,000	$0.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
9,264,298			No	4	C	Indirect

Footnotes

Conversion of a derivative security in accordance of its terms.
Shares are held directly by Benchmark Capital Partners VIII, L.P. ("BCP VIII") for itself and as nominee for Benchmark Founders' Fund VIII, L.P. ("BFF VIII") and Benchmark Founders' Fund VIII-B, L.P. ("BFF VIII-B"). Benchmark Capital Management Co. VIII, L.L.C. ("BCMC VIII"), the general partner of BCP VIII, BFF VIII and BFF VIII-B, may be deemed to have sole voting and dispositive power over the securities. Eric Vishria, a member of the Issuer's board of directors, Matthew R. Cohler, Peter H. Fenton, J. William Gurley, An-Yen Hu, Mitchell H. Lasky, Chetan Puttagunta, Steven M. Spurlock and Sarah E. Tavel are the managing members of BCMC VIII, and each of them may be deemed to share voting and dispositive power over the securities held by such entities. Each such person and entity disclaims the existence of a "group" and disclaims beneficial ownership of the securities, except to the extent of such person's or entity's pecuniary interest in such securities.
Represents a pro-rata, in-kind distribution by BCP VIII and its affiliated funds, not for additional consideration, to its partners, including BCMC VIII and its respective members and assignees.
Shares are held by Steven M. Spurlock's family partnership.
Represents the weighted-average sale price per share of a series of transactions, all of which were executed on November 15, 2021. The actual sale prices ranged from a low of $67.57 to a high of $67.85, inclusive. Each Reporting Person undertakes to provide upon request of the SEC Staff, Amplitude, Inc. or any security holder of Amplitude, Inc. full information regarding the number of shares sold at each price within the range. The amount reflected has been rounded to 4 decimal points.
Represents the weighted-average sale price per share of a series of transactions, all of which were executed on November 15, 2021. The actual sale prices ranged from a low of $68.65 to a high of $69.64, inclusive. Each Reporting Person undertakes to provide upon request of the SEC Staff, Amplitude, Inc. or any security holder of Amplitude, Inc. full information regarding the number of shares sold at each price within the range. The amount reflected has been rounded to 4 decimal points.
Represents the weighted-average sale price per share of a series of transactions, all of which were executed on November 15, 2021. The actual sale prices ranged from a low of $69.77 to a high of $70.765, inclusive. Each Reporting Person undertakes to provide upon request of the SEC Staff, Amplitude, Inc. or any security holder of Amplitude, Inc. full information regarding the number of shares sold at each price within the range. The amount reflected has been rounded to 4 decimal points.
Represents the weighted-average sale price per share of a series of transactions, all of which were executed on November 15, 2021. The actual sale prices ranged from a low of $70.775 to a high of $71.77 inclusive. Each Reporting Person undertakes to provide upon request of the SEC Staff, Amplitude, Inc. or any security holder of Amplitude, Inc. full information regarding the number of shares sold at each price within the range. The amount reflected has been rounded to 4 decimal points.
Represents the weighted-average sale price per share of a series of transactions, all of which were executed on November 15, 2021. The actual sale prices ranged from a low of $71.8 to a high of $72.795, inclusive. Each Reporting Person undertakes to provide upon request of the SEC Staff, Amplitude, Inc. or any security holder of Amplitude, Inc. full information regarding the number of shares sold at each price within the range. The amount reflected has been rounded to 4 decimal points.
Represents the weighted-average sale price per share of a series of transactions, all of which were executed on November 15, 2021. The actual sale prices ranged from a low of $72.8 to a high of $73.5, inclusive. Each Reporting Person undertakes to provide upon request of the SEC Staff, Amplitude, Inc. or any security holder of Amplitude, Inc. full information regarding the number of shares sold at each price within the range. The amount reflected has been rounded to 4 decimal points.
Shares are held by Matthew R. Cohler's trust entity.
Shares are held by Peter H. Fenton's trust entities.
Shares are held by Mitchell H. Lasky's family partnership.
Shares are held by Mitchell H. Lasky's trust entity.
Shares are held by J. William Gurley's family partnerships.
Shares are held by J. William Gurley's trust entity
Shares are held by Sarah Tavel.
Shares held by An-Yen Hu's trust entity.
Shares held by Chetan Puttagunta.
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).