Form Type: 4

SEC EDGAR Link
Accession Number:0001209191-22-028298
Date:2022-05-09
Issuer: AMPLITUDE, INC. (AMPL)
Original Submission Date:

Reporting Person:

BATTERY PARTNERS XI, LLC
ONE MARINA PARK DRIVE, SUITE 1100
BOSTON, MA 02210

Reporting Person:

BATTERY PARTNERS XI SIDE FUND, LLC
ONE MARINA PARK DRIVE, SUITE 1100
BOSTON, MA 02210

Reporting Person:

BATTERY INVESTMENT PARTNERS XI, LLC
ONE MARINA PARK DRIVE, SUITE 1100
BOSTON, MA 02210

Reporting Person:

BATTERY VENTURES XI-A SIDE FUND, L.P.
ONE MARINA PARK DRIVE, SUITE 1100
BOSTON, MA 02210

Reporting Person:

BATTERY VENTURES XI-A, L.P.
ONE MARINA PARK DRIVE, SUITE 1100
BOSTON, MA 02210

Reporting Person:

BATTERY VENTURES XI-B SIDE FUND, L.P.
ONE MARINA PARK DRIVE, SUITE 1100
BOSTON, MA 02210

Reporting Person:

BATTERY VENTURES XI-B, L.P.
ONE MARINA PARK DRIVE, SUITE 1100
BOSTON, MA 02210

Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
Title of SecurityTransaction Date2a. Deemed Execution Date Transaction CodeSharesAcquired or DisposedPrice per share 5. Amount of Securities Beneficially Owned Following Reported Transaction 6. Ownership Form Direct or IndirectNature of Indirect Ownership
CLASS A COMMON STOCK 2022-05-09 C 90,000 a $0.00 109,373 indirect f2
CLASS A COMMON STOCK 2022-05-09 C 1,941,905 a $0.00 2,359,937 indirect f3
CLASS A COMMON STOCK 2022-05-09 C 513,095 a $0.00 623,549 indirect f4
CLASS A COMMON STOCK 2022-05-09 C 2,017,519 a $0.00 2,451,829 indirect f5
CLASS A COMMON STOCK 2022-05-09 C 437,481 a $0.00 531,657 indirect f6
CLASS A COMMON STOCK 2022-05-09 0 $0.00 25,544 f10 direct
CLASS A COMMON STOCK 2022-05-09 0 $0.00 8,742 indirect f11
CLASS A COMMON STOCK 2022-05-09 0 $0.00 29,930 f12 direct
CLASS A COMMON STOCK 2022-05-09 0 $0.00 3,192 indirect f13
CLASS A COMMON STOCK 2022-05-09 0 $0.00 39,152 f14 direct
CLASS A COMMON STOCK 2022-05-09 0 $0.00 68,574 indirect f15
CLASS A COMMON STOCK 2022-05-09 0 $0.00 64,697 indirect f16
CLASS A COMMON STOCK 2022-05-09 0 $0.00 39,152 indirect f17
CLASS A COMMON STOCK 2022-05-09 0 $0.00 23,604 f18 direct
Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, convertible securities
Title of Derivative Security Conversion or Exercise Price of Derivative Security Transaction Date Deemed Execution Date Transaction Code Number of Derivative Securities Acquired (A) or Disposed of (D) Date ExercisableExpiration Date Title and Amount of Securities Underlying Derivative Security Price of Derivative Security Number of derivative Securities Beneficially Owned Following Reported Transaction(s) Ownership Form: Direct (D) or Indirect (I) Nature of Indirect Beneficial Ownership
CLASS B COMMON STOCK 0.0 2022-05-09 deemed execution date C 90,000 (d) class a common stock 90,000 $0.00 81,206 indirect by battery investment partners xi, llc
CLASS B COMMON STOCK 0.0 2022-05-09 deemed execution date C 1,941,905 (d) class a common stock 1,941,905 $0.00 1,752,173 indirect by battery ventures xi-a, l.p.
CLASS B COMMON STOCK 0.0 2022-05-09 deemed execution date C 513,095 (d) class a common stock 513,095 $0.00 462,963 indirect by battery ventures xi-b, l.p.
CLASS B COMMON STOCK 0.0 2022-05-09 deemed execution date C 2,017,519 (d) class a common stock 2,017,519 $0.00 1,820,400 indirect by battery ventures xi-a side fund, l.p.
CLASS B COMMON STOCK 0.0 2022-05-09 deemed execution date C 437,481 (d) class a common stock 437,481 $0.00 394,738 indirect by battery ventures xi-b side fund, l.p.
CLASS B COMMON STOCK 0.0 deemed execution date 0 ( ) class a common stock 35,713 $0.00 35,713 indirect by battery investment partners select fund i, l.p.
CLASS B COMMON STOCK 0.0 deemed execution date 0 ( ) class a common stock 361,099 $0.00 361,099 indirect by battery ventures select fund i, l.p.
Footnotes
IDfootnote
f1 these shares of class b common stock were converted on a one-for-one basis into class a common stock.
f2 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 ("bmc"). 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.
f3 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 bmc. 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.
f4 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 bmc. 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.
f5 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 bmc. 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.
f6 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 bmc. 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.
f7 the shares held by the reporting person reflect the receipt of shares pursuant to a pro rata distribution in kind, effected by bip xi to its members for no additional consideration, including the reporting person. the receipt of such shares by the reporting person constituted a change in form of ownership from indirect to direct, which was exempt from reporting pursuant to rule 16a-13.
f8 the shares held by the reporting person include the receipt of shares pursuant to pro rata distributions in kind, effected by each of bv xi-a sf and bv xi-b sf to its general partner and limited partners for no additional consideration, and the further pro rata distribution in kind by the general partner of bv xi-a sf and bv xi-b sf, for no additional consideration to its members, including the reporting person. the receipt of such shares by the reporting person constituted a change in form of ownership from indirect to direct, which was exempt from reporting pursuant to rule 16a-13.
f9 the shares held by the reporting person include the receipt of shares pursuant to pro rata distributions in kind, effected by each of bv xi-a and bv xi-b to its general partner and limited partners for no additional consideration, and the further pro rata distribution in kind by the general partner of bv xi-a and bv xi-b , for no additional consideration to its members, including the reporting person. the receipt of such shares by the reporting person constituted a change in form of ownership from indirect to direct, which was exempt from reporting pursuant to rule 16a-13.
f10 shares are held by michael m. brown.
f11 shares are held by the michael m. brown irrevocable gst trust of 2013 (the "brown trust"), of which michael m. brown's spouse is the trustee. mr. brown disclaims beneficial ownership of the shares held by the brown trust except to the extent of his proportionate pecuniary interest therein.
f12 shares are held by jesse feldman.
f13 shares are held by the jesse feldman irrevocable trust of 2016 (the "feldman trust"), of which jesse feldman's spouse is the trustee. mr. feldman disclaims beneficial ownership of the shares held by the feldman trust except to the extent of his proportionate pecuniary interest therein.
f14 shares are held by russell fleischer.
f15 shares are held by the roger and clarissa lee irrevocable gst trust (the "lee trust"), of which roger lee's brother is the trustee. mr. lee disclaims beneficial ownership of the shares held by the lee trust except to the extent of his proportionate pecuniary interest therein.
f16 shares are held by the stoner spiller family trust (the "stoner trust"), of which chelsea r. stoner is a trustee. ms. stoner disclaims beneficial ownership of the shares held by the stoner trust except to the extent of her proportionate pecuniary interest therein.
f17 shares are held by the stam family revocable living trust (the "thakker trust"), of which dharmesh thakker is a trustee. mr. thakker disclaims beneficial ownership of the shares held by the thakker trust except to the extent of his proportionate pecuniary interest therein.
f18 shares are held by scott r. tobin.
f19 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).
f20 shares held by battery investment partners select fund i, l.p. ("bip select i"). battery partners select fund i gp, llc ("bp select i gp") is the general partner of bip select i and may be deemed to beneficially own the shares held by bp select i. bp select i gp's investment adviser is bmc. the bp xi managing members and morad elhafed (collectively, the "bp select managing members") are the managing members of bp select i gp and may be deemed to share voting and dispositive power over the securities held by bip select i. 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.
f21 shares held by battery ventures select fund i, l.p. ("bv select i"). battery partners select fund i, l.p. ("bp select i") is the general partner of bv select i, bp select i gp is the general partner of bp select i and may be deemed to beneficially own the shares held by bv select i. bp select i gp's investment adviser is bmc. the bp select managing members are the managing members of bp select i gp and may be deemed to share voting and dispositive power over the securities held by bv select i. 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.
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