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Filing Details

Accession Number:: 0001104659-21-121453
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2021-09-30 20:27:17
Reporting Period:: 2021-09-28

Accepted Time:: 2021-09-30 20:27:17
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1866692	Amplitude Inc.	AMPL	()	DE

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
1593049	Benchmark Capital Management Co. Viii, L.l.c.	2965 Woodside Road Woodside CA 94062	No	No	Yes	No
1593052	Benchmark Capital Partners Viii, L.p.	2965 Woodside Road Woodside CA 94062	No	No	Yes	No
1597399	Benchmark Founders' Fund Viii-B, L.p.	2965 Woodside Road Woodside CA 94062	No	No	Yes	No
1597415	Benchmark Founders' Fund Viii, L.p.	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	Disposition	2021-09-28	600,000	$50.00	926,430	No	4	S	Indirect	See footnote
Class A Common Stock	Disposition	2021-09-28	200,000	$53.28	726,430	No	4	S	Indirect	See footnote
Class A Common Stock	Disposition	2021-09-28	200,000	$54.20	526,430	No	4	S	Indirect	See footnote
Class A Common Stock	Acquisiton	2021-09-28	1,473,570	$0.00	2,000,000	No	4	C	Indirect	See footnote
Class A Common Stock	Disposition	2021-09-28	2,000,000	$0.00	0	No	4	J	Indirect	See footnote

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	S	Indirect	See footnote
No	4	S	Indirect	See footnote
No	4	S	Indirect	See footnote
No	4	C	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	2021-09-28	1,473,570	$0.00	1,473,570	$0.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
12,264,298			No	4	C	Indirect

Footnotes

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 the weighted-average sale price per share of a series of transactions, all of which were executed on September 28, 2021. The actual sale prices ranged from a low of $53 to a high of $53.85, 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 September 28, 2021. The actual sale prices ranged from a low of $54.01 to a high of $54.68, 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.
Conversion of a derivative security in accordance of its terms.
Represents a pro-rata, in-kind distribution by BCP VIII and its affiliated funds, not for additional consideration, to BCMC VIII and its respective members and assignees.
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).