Battery Investment Partners XI Form 4 Change in insider ownership

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Battery Partners XI, LLC

(Last)

(First)

(Middle)

ONE MARINA PARK DRIVE, SUITE 1100

(Street)

BOSTON

02210

(City)

(State)

(Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
03/21/2023

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

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

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

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	03/21/2023		J⁽¹⁾		36,000	D	$0.00	154,579	I	By Battery Investment Partners XI, LLC⁽²⁾
Class A Common Stock	03/21/2023		J⁽³⁾		776,762	D	$0.00	3,335,348	I	By Battery Ventures XI-A, L.P.⁽⁴⁾
Class A Common Stock	03/21/2023		J⁽⁵⁾		807,008	D	$0.00	3,465,221	I	By Battery Ventures XI-A Side Fund, L.P.⁽⁶⁾
Class A Common Stock	03/21/2023		J⁽⁷⁾		205,238	D	$0.00	881,274	I	By Battery Ventures XI-B, L.P.⁽⁸⁾
Class A Common Stock	03/21/2023		J⁽⁹⁾		174,992	D	$0.00	751,403	I	By Battery Ventures XI-B Side Fund, L.P.⁽¹⁰⁾
Class A Common Stock	03/21/2023		J⁽¹¹⁾		186,943	A	$0.00	186,943	I	By Battery Partners XI, LLC⁽¹²⁾
Class A Common Stock	03/21/2023		J⁽¹³⁾		186,943	D	$0.00	0	I	By Battery Partners XI, LLC⁽¹²⁾
Class A Common Stock	03/21/2023		J⁽¹⁴⁾		186,952	A	$0.00	186,952	I	By Battery Partners XI Side Fund, LLC⁽¹⁵⁾
Class A Common Stock	03/21/2023		J⁽¹⁶⁾		186,952	D	$0.00	0	I	By Battery Partners XI Side Fund, LLC⁽¹⁵⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

1. Name and Address of Reporting Person^*

Battery Partners XI, LLC

(Last)

(First)

(Middle)

ONE MARINA PARK DRIVE, SUITE 1100

(Street)

BOSTON

02210

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Battery Partners XI Side Fund, LLC

(Last)

(First)

(Middle)

ONE MARINA PARK DRIVE, SUITE 1100

(Street)

BOSTON

02210

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Battery Investment Partners XI, LLC

(Last)

(First)

(Middle)

ONE MARINA PARK DRIVE, SUITE 1100

(Street)

BOSTON

02210

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Battery Ventures XI-A Side Fund, L.P.

(Last)

(First)

(Middle)

ONE MARINA PARK DRIVE, SUITE 1100

(Street)

BOSTON

02210

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Battery Ventures XI-A, L.P.

(Last)

(First)

(Middle)

ONE MARINA PARK DRIVE, SUITE 1100

(Street)

BOSTON

02210

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Battery Ventures XI-B Side Fund, L.P.

(Last)

(First)

(Middle)

ONE MARINA PARK DRIVE, SUITE 1100

(Street)

BOSTON

02210

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Battery Ventures XI-B, L.P.

(Last)

(First)

(Middle)

ONE MARINA PARK DRIVE, SUITE 1100

(Street)

BOSTON

02210

(City)

(State)

(Zip)

Explanation of Responses:

1. Represents a pro rata, in-kind distribution, and not a purchase or sale of securities, by Battery Investment Partners XI, LLC ("BIP XI") to its members without additional consideration.

2. Shares held by 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 disclaims beneficial ownership of these securities except to the extent of 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.

3. Represents a pro rata, in-kind distribution, and not a purchase or sale of securities, by Battery Ventures XI-A, L.P. ("BV XI-A") to its general partner and limited partners without additional consideration.

4. Shares held by 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 disclaims beneficial ownership of these securities except to the extent of 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.

5. Represents a pro rata, in-kind distribution, and not a purchase or sale of securities, by Battery Ventures XI-A Side Fund, L.P. ("BV XI-A SF") to its general partner and limited partners without additional consideration.

6. Shares held by 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 disclaims beneficial ownership of these securities except to the extent of 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.

7. Represents a pro rata, in-kind distribution, and not a purchase or sale of securities, by Battery Ventures XI-B, L.P. ("BV XI-B") to its general partner and limited partners without additional consideration.

8. Shares held by 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 disclaims beneficial ownership of these securities except to the extent of 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.

9. Represents a pro rata, in-kind distribution, and not a purchase or sale of securities, by Battery Ventures XI-B Side Fund, L.P. ("BV XI-B SF") to its general partner and limited partners without additional consideration.

10. Shares held by 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 disclaims beneficial ownership of these securities except to the extent of 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.

11. Represents receipt of shares in the distribution in kind described in footnotes (3) and (7).

12. Shares held by BP XI.

13. Represents a pro rata, in-kind distribution, and not a purchase or sale of securities, by BP XI to its members without consideration.

14. Represents receipt of shares in the distribution in kind described in footnotes (5) and (9).

15. Shares held by BP XI SF.

16. Represents a pro rata, in-kind distribution, and not a purchase or sale of securities, by BP XI SF to its members without consideration.

Remarks:

	/s/ Christopher Schiavo, as Attorney-in-Fact for Battery Partners XI, LLC	03/23/2023
	/s/ Christopher Schiavo, as Attorney-in-Fact for Battery Partners XI Side Fund, LLC	03/23/2023
	/s/ Christopher Schiavo, as Attorney-in-Fact for Battery Investment Partners XI, LLC	03/23/2023
	/s/ Christopher Schiavo, as Attorney-in-Fact for Battery Ventures XI-A Side Fund, L.P.	03/23/2023
	/s/ Christopher Schiavo, as Attorney-in-Fact for Battery Ventures XI-A, L.P.	03/23/2023
	/s/ Christopher Schiavo, as Attorney-in-Fact for Battery Ventures XI-B Side Fund, L.P.	03/23/2023
	/s/ Christopher Schiavo, as Attorney-in-Fact for Battery Ventures XI-B, L.P.	03/23/2023
	** 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 4 (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).
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Battery Investment Partners XI Form 4Change in insider ownership