SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

Agrawal Neeraj

(Last)

(First)

(Middle)

C/O AMPLITUDE, INC.

201 THIRD ST., SUITE 200

(Street)

SAN FRANCISCO

94103

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/21/2021

3. Issuer Name and Ticker or Trading Symbol
Amplitude, Inc. [ AMPL ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Class B Common Stock	⁽¹⁾	⁽¹⁾	Class A Common Stock	35,713	$0.00	I	See footnotes⁽²⁾⁽⁹⁾⁽¹⁰⁾
Class B Common Stock	⁽¹⁾	⁽¹⁾	Class A Common Stock	244,579	$0.00	I	See footnotes⁽³⁾⁽⁹⁾⁽¹⁰⁾
Class B Common Stock	⁽¹⁾	⁽¹⁾	Class A Common Stock	361,099	$0.00	I	See footnotes⁽⁴⁾⁽⁹⁾⁽¹⁰⁾
Class B Common Stock	⁽¹⁾	⁽¹⁾	Class A Common Stock	5,277,254	$0.00	I	See footnotes⁽⁵⁾⁽⁹⁾⁽¹⁰⁾
Class B Common Stock	⁽¹⁾	⁽¹⁾	Class A Common Stock	5,482,741	$0.00	I	See footnotes⁽⁶⁾⁽⁹⁾⁽¹⁰⁾
Class B Common Stock	⁽¹⁾	⁽¹⁾	Class A Common Stock	1,394,368	$0.00	I	See footnotes⁽⁷⁾⁽⁹⁾⁽¹⁰⁾
Class B Common Stock	⁽¹⁾	⁽¹⁾	Class A Common Stock	1,188,883	$0.00	I	See footnotes⁽⁸⁾⁽⁹⁾⁽¹⁰⁾

Explanation of Responses:

1. 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).

2. Shares held by Battery Investment Partners Select Fund I, L.P. ("BIP Select I").

3. Shares held by Battery Investment Partners XI, LLC ("BIP XI").

4. Shares held by Battery Ventures Select Fund I, L.P. ("BV Select I").

5. Shares held by Battery Ventures XI-A, L.P. ("BV XI-A").

6. Shares held by Battery Ventures XI-A Side Fund, L.P. ("BV XI-A SF").

7. Shares held by Battery Ventures XI-B, L.P. ("BV XI-B").

8. Shares held by Battery Ventures XI-B Side Fund, L.P. ("BV XI-B SF").

9. The sole general partner of BV XI-A and BV XI-B is Battery Partners XI, LLC ("BP XI"). The sole general partner of BV XI-A SF and BV XI-B SF is Battery Partners XI Side Fund, LLC ("BP XI SF"). The sole managing member of BIP XI is BP XI. The sole general partner of BV Select I is Battery Partners Select Fund I, L.P., whose sole general partner is Battery Partners Select Fund I GP, LLC ("BP Select I"). The general partner of BIP Select I is BP Select I. The investment adviser of BP XI, BP XI SF, and BP Select I is Battery Management Corp. (together with BP XI, BP XI SF, and BP Select I, the "Battery Companies").

10. The Reporting Person is a managing member of the Battery Companies and may be deemed to share voting and dispositive power over the securities held by each of the Battery Companies, as reported herein. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his 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 or for any other purpose.

Remarks:

Exhibit 24.1 - Power of Attorney

	/s/ Hoang Vuong, as Attorney-in-Fact for Neeraj Agrawal	09/21/2021
	** Signature of Reporting Person	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 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.