SC Us (TTGP) SC 13G Amplitude / SC US (TTGP) ownership change

SC Us (TTGP) SC 13GAmplitude / SC US (TTGP) ownership change

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

(Rule 13d-102)

Information to be Included in Statements Filed Pursuant to § 240.13d-1(b), (c) and (d) and

Amendments Thereto Filed Pursuant to § 240.13d-2

Under the Securities Exchange Act of 1934

(Amendment No. )*

Amplitude, Inc.

(Name of Issuer)

Class A Common Stock, par value $0.00001 per share

(Title of Class of Securities)

03213A104**

(CUSIP Number)

December 31, 2021

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this schedule is filed:

☐	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.

**	This CUSIP number applies to the Issuer’s Class A Common Stock. Each share of Class B Common Stock is convertible into one share of Class A Common Stock.

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).

¹	Based on a total of 53,879,646 shares of Class A common stock outstanding as of November 3, 2021, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 9, 2021.

¹	Based on a total of 53,879,646 shares of Class A common stock outstanding as of November 3, 2021, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 9, 2021.

1	Based on a total of 53,879,646 shares of Class A common stock outstanding as of November 3, 2021, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 9, 2021.

1	Based on a total of 53,879,646 shares of Class A common stock outstanding as of November 3, 2021, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 9, 2021.

1	Based on a total of 53,879,646 shares of Class A common stock outstanding as of November 3, 2021, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 9, 2021.

1	Based on a total of 53,879,646 shares of Class A common stock outstanding as of November 3, 2021, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 9, 2021.

1	Based on a total of 53,879,646 shares of Class A common stock outstanding as of November 3, 2021, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 9, 2021.

1	Based on a total of 53,879,646 shares of Class A common stock outstanding as of November 3, 2021, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 9, 2021.

1	Based on a total of 53,879,646 shares of Class A common stock outstanding as of November 3, 2021, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 9, 2021.

ITEM 1.

(a) Name of Issuer:

Amplitude, Inc.

(b) Address of Issuer’s Principal Executive Offices:

201 Third Street, Suite 200

San Francisco, California 94103

ITEM 2.

(a) Name of Persons Filing:

Sequoia Capital Global Growth Fund III –Endurance Partners, L.P.

Sequoia Capital U.S. Growth Fund VIII, L.P.

Sequoia Capital U.S. Venture 2010 – Seed Fund, L.P.

SCGGF III –Endurance Partners Management, L.P.

SC U.S. Growth VIII Management, L.P.

SC U.S. Venture 2010 Management, L.P.

SC US (TTGP), Ltd.

Douglas Leone

Roelof Botha

The General Partner of SEQUOIA CAPITAL GLOBAL GROWTH FUND III –ENDURANCE PARTNERS is SCGGF III –ENDURANCE PARTNERS MANAGEMENT. The General Partner of SC GLOBAL GROWTH III –ENDURANCE PARTNERS MANAGEMENT is SC US (TTGP). The directors and stockholders of SC US (TTGP) who exercise voting and investment discretion with respect to the shares held by SEQUOIA CAPITAL GLOBAL GROWTH FUND III –ENDURANCE PARTNERS are Messrs. DL and RB.

The General Partner of SEQUOIA CAPITAL U.S. GROWTH FUND VIII is SC U.S. GROWTH VIII MANAGEMENT. The General Partner of SC U.S. GROWTH VIII MANAGEMENT is SC US (TTGP).

The General Partner of USV 2010—SEED is USV 2010 MANAGEMENT. The General Partner of USV 2010 MANAGEMENT is SC US (TTGP), Ltd.

(b) Address of Principal Business Office or, if none, Residence:

2800 Sand Hill Road, Suite 101

Menlo Park, CA 94025

SEQUOIA CAPITAL GLOBAL GROWTH FUND III –ENDURANCE PARTNERS, SEQUOIA CAPITAL U.S. GROWTH FUND VIII, USV 2010—SEED, SCGGF III –ENDURANCE PARTNERS MANAGEMENT, SC U.S. GROWTH VIII MANAGEMENT, USV 2010 MANAGEMENT, SC US (TTGP): Cayman Islands

DL, RB: USA

(d) CUSIP No.: 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

SEE ROWS 5 THROUGH 11 OF COVER PAGES

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

ITEM 7.

IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.

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

SIGNATURES

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

Dated: February 14, 2022


Sequoia Capital Global Growth Fund III – Endurance Partners, LP

By:		SCGGF III –Endurance Partners Management, L.P.
		its General Partner

By:		SC US (TTGP), Ltd., its General Partner

By:		/s/ Douglas Leone
		Douglas Leone, Director

Sequoia Capital U.S. Growth Fund VIII, L.P.

By:		SC U.S. Growth VIII Management, L.P., its General Partner

By:		SC US (TTGP), Ltd., its General Partner

By:		/s/ Douglas Leone
		Douglas Leone, Director

Sequoia Capital U.S. Venture 2010—Seed Fund, L.P.

By:		SC U.S. Venture 2010 Management, L.P., its General Partner

By:		SC US (TTGP), Ltd., its General Partner

By:		/s/ Douglas Leone
		Douglas Leone, Director

SCGGF III –Endurance Partners Management, L.P.

By:		SC US (TTGP), Ltd.
		its General Partner

By:		/s/ Douglas Leone
		Douglas Leone, Director


SC U.S. Growth VIII Management, L.P.

By:		SC US (TTGP), Ltd., its General Partner

By:		/s/ Douglas Leone
		Douglas Leone, Director

SC U.S. Venture 2010 Management, L.P.

By:		SC US (TTGP), Ltd. its General Partner

By:		/s/ Douglas Leone
		Douglas Leone, Director

SC US (TTGP), Ltd.

By:		/s/ Douglas Leone
		Douglas Leone, Director

Douglas Leone

By:		/s/ Douglas Leone

Roelof Botha

By:		/s/ Roelof Botha

NAME OF REPORTING PERSON

SEQUOIA CAPITAL GLOBAL GROWTH FUND III –ENDURANCE PARTNERS, L.P. (“SEQUOIA CAPITAL GLOBAL GROWTH FUND III – ENDURANCE PARTNERS”)

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐ (b) ☐

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

CAYMAN ISLANDS