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
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
  
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*
SPURLOCK STEVEN M

(Last) (First) (Middle)
2965 WOODSIDE ROAD

(Street)
WOODSIDE CA 94062

(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)
11/12/2021
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)
Code V Amount (A) or (D) Price
Class A Common Stock 11/15/2021 S 17 D $67.71(2) 1,197 I See footnote(8)
Class A Common Stock 11/15/2021 S 144 D $69.2766(3) 1,053 I See footnote(8)
Class A Common Stock 11/15/2021 S 344 D $70.3713(4) 709 I See footnote(8)
Class A Common Stock 11/15/2021 S 372 D $71.2845(5) 337 I See footnote(8)
Class A Common Stock 11/15/2021 S 198 D $72.359(6) 139 I See footnote(8)
Class A Common Stock 11/15/2021 S 139 D $73.0466(7) 0 I See footnote(8)
Class A Common Stock 11/12/2021 J(1) 18,744 A $0 31,241 I See footnote(9)
Class A Common Stock 11/15/2021 S 460 D $68.4383(10) 30,781 I See footnote(9)
Class A Common Stock 11/15/2021 S 1,663 D $69.4533(11) 29,118 I See footnote(9)
Class A Common Stock 11/15/2021 S 4,340 D $70.5281(12) 24,778 I See footnote(9)
Class A Common Stock 11/15/2021 S 14,011 D $71.6987(13) 10,767 I See footnote(9)
Class A Common Stock 11/15/2021 S 9,158 D $71.3296(14) 1,609 I See footnote(9)
Class A Common Stock 11/15/2021 S 1,609 D $73.2829(15) 0 I See footnote(9)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
SPURLOCK STEVEN M

(Last) (First) (Middle)
2965 WOODSIDE ROAD

(Street)
WOODSIDE CA 94062

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Cohler Matt

(Last) (First) (Middle)
C/O BENCHMARK
2965 WOODSIDE ROAD

(Street)
WOODSIDE CA 94062

(City) (State) (Zip)
1. Name and Address of Reporting Person*
FENTON PETER H

(Last) (First) (Middle)
C/O BENCHMARK
2965 WOODSIDE ROAD

(Street)
WOODSIDE CA 94062

(City) (State) (Zip)
1. Name and Address of Reporting Person*
GURLEY J WILLIAM

(Last) (First) (Middle)
C/O BENCHMARK
2965 WOODSIDE ROAD

(Street)
WOODSIDE CA 94062

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Hu An-Yen

(Last) (First) (Middle)
C/O BENCHMARK
2965 WOODSIDE ROAD

(Street)
WOODSIDE CA 94062

(City) (State) (Zip)
1. Name and Address of Reporting Person*
LASKY MITCHELL

(Last) (First) (Middle)
C/O BENCHMARK
2965 WOODSIDE ROAD

(Street)
WOODSIDE CA 94062

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Puttagunta Chetan

(Last) (First) (Middle)
C/O BENCHMARK
2965 WOODSIDE ROAD

(Street)
WOODSIDE CA 94062

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Tavel Sarah E

(Last) (First) (Middle)
C/O BENCHMARK
2965 WOODSIDE ROAD

(Street)
WOODSIDE CA 94062

(City) (State) (Zip)
Explanation of Responses:
1. Represents a pro-rata, in-kind distribution by BCP VIII and its affiliated funds, not for additional consideration, to its partners, including BCMC VIII and its respective members and assignees.
2. Represents the weighted-average sale price per share of a series of transactions, all of which were executed on November 15, 2021. The actual sale prices ranged from a low of $67.57 to a high of $67.85, 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.
3. Represents the weighted-average sale price per share of a series of transactions, all of which were executed on November 15, 2021. The actual sale prices ranged from a low of $68.65 to a high of $69.64, 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.
4. Represents the weighted-average sale price per share of a series of transactions, all of which were executed on November 15, 2021. The actual sale prices ranged from a low of $69.77 to a high of $70.765, 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.
5. Represents the weighted-average sale price per share of a series of transactions, all of which were executed on November 15, 2021. The actual sale prices ranged from a low of $70.775 to a high of $71.77 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.
6. Represents the weighted-average sale price per share of a series of transactions, all of which were executed on November 15, 2021. The actual sale prices ranged from a low of $71.8 to a high of $72.795, 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.
7. Represents the weighted-average sale price per share of a series of transactions, all of which were executed on November 15, 2021. The actual sale prices ranged from a low of $72.8 to a high of $73.5, 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.
8. Shares held by Chetan Puttagunta.
9. Shares held by Chetan Puttagunta's trust entity.
10. Represents the weighted-average sale price per share of a series of transactions, all of which were executed on November 15, 2021. The actual sale prices ranged from a low of $67.85 to a high of $68.8, inclusive. The 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.
11. Represents the weighted-average sale price per share of a series of transactions, all of which were executed on November 15, 2021. The actual sale prices ranged from a low of $68.98 to a high of $69.97, inclusive. The 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.
12. Represents the weighted-average sale price per share of a series of transactions, all of which were executed on November 15, 2021. The actual sale prices ranged from a low of $70.02 to a high of $70.98, inclusive. The 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.
13. Represents the weighted-average sale price per share of a series of transactions, all of which were executed on November 15, 2021. The actual sale prices ranged from a low of $71.02 to a high of $72.015, inclusive. The 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.
14. Represents the weighted-average sale price per share of a series of transactions, all of which were executed on November 15, 2021. The actual sale prices ranged from a low of $72.02 to a high of $72.965, inclusive. The 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.
15. Represents the weighted-average sale price per share of a series of transactions, all of which were executed on November 15, 2021. The actual sale prices ranged from a low of $73.075 to a high of $73.425, inclusive. The 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.
Remarks:
This report is one of four reports, each on a separate Form 4, but relating to the same holdings being filed by entities affiliated with Benchmark and their applicable members.
/s/ An-Yen Hu, by power of attorney for Steven M. Spurlock 11/16/2021
/s/ An-Yen Hu, by power of attorney for Matthew R. Cohler 11/16/2021
/s/ An-Yen Hu, by power of attorney for Peter H. Fenton 11/16/2021
/s/ An-Yen Hu, by power of attorney for J. William Gurley 11/16/2021
/s/ An-Yen Hu 11/16/2021
/s/ An-Yen Hu, by power of attorney for Mitchell H. Lasky 11/16/2021
/s/ An-Yen Hu, by power of attorney for Chetan Puttagunta 11/16/2021
/s/ An-Yen Hu, by power of attorney for Sarah E. Tavel 11/16/2021
** 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 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).
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.