Form 4 Amplitude, Inc. For: Jun 24 Filed by: Liu Curtis

September 23, 2021 9:31 PM EDT

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 ^*

Liu Curtis

(Last)

(First)

(Middle)

C/O AMPLITUDE, INC.

201 THIRD ST., SUITE 200

(Street)

SAN FRANCISCO

94103

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
06/24/2021

4. 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 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	09/21/2021		C		380,000	A	$ 0 ⁽¹⁾	380,000	I	By Trust ⁽²⁾

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)
Class B Common Stock	⁽¹⁾	09/21/2021		C			380,000	⁽¹⁾	⁽¹⁾	Class A Common Stock	380,000	$ 0	7,240,610	I	By Trust ⁽²⁾
Stock Option (Right to Buy)	$ 4.19	06/24/2021		M⁽³⁾			105,000	⁽⁴⁾	12/28/2030	Common Stock ⁽⁵⁾	105,000	$ 0	272,852	I	By Trust ⁽²⁾
Class B Common Stock ⁽⁵⁾	⁽¹⁾	06/24/2021		M⁽³⁾		105,000		⁽¹⁾	⁽¹⁾	Class A Common Stock	105,000	$ 0	7,916,660	I	By Trust ⁽²⁾
Stock Option (Right to Buy)	$ 4.19	06/24/2021		M⁽³⁾			23,866	⁽⁶⁾	12/28/2030	Common Stock ⁽⁵⁾	23,866	$ 0	83,797	D
Class B Common Stock ⁽⁵⁾	⁽¹⁾	06/24/2021		M⁽³⁾		23,866		⁽¹⁾	⁽¹⁾	Class A Common Stock	23,866	$ 0	7,940,526	I	By Trust ⁽²⁾
Class B Common Stock ⁽⁵⁾	⁽¹⁾	06/28/2021		G⁽³⁾			475,000	⁽¹⁾	⁽¹⁾	Class A Common Stock	475,000	$ 0	7,465,526	I	By Trust ⁽²⁾
Stock Option (Right to Buy)	$ 4.19	08/30/2021		M⁽³⁾			155,084	⁽⁴⁾	12/28/2030	Common Stock ⁽⁵⁾	155,084	$ 0	117,768	I	By Trust ⁽²⁾
Class B Common Stock ⁽⁵⁾	⁽¹⁾	08/30/2021		M⁽³⁾		155,084		⁽¹⁾	⁽¹⁾	Class A Common Stock	155,084	$ 0	7,620,610	I	By Trust ⁽²⁾

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, (b) the death or incapacity of the holder, (c) the date that is six months following the date on which the holder is no longer an employee or director of the Issuer (unless such holder has rejoined the Issuer during such six-month period) or (d) 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. Securities held by a trust over which the Reporting Person exercises voting and dispositive control.

3. Transaction is being reported herein pursuant to Rule 16a-2(a).

4. The option is early exercisable. 1/48th of the shares subject to the option vest on each monthly anniversary measured from January 1, 2021 (the "Vesting Commencement Date"), such that 100% of the shares subject to the option will be fully vested on the fourth anniversary of the Vesting Commencement Date.

5. In connection with the reclassification of the Issuer's Common Stock on August 30, 2021, each share of Common Stock held by the Reporting Person was automatically reclassified as Class B Common Stock.

6. 1/48th of the shares subject to the option vest on each monthly anniversary measured from January 1, 2021 (the "Vesting Commencement Date"), such that 100% of the shares subject to the option will be fully vested and exercisable on the fourth anniversary of the Vesting Commencement Date.

	/s/ Hoang Vuong, as Attorney-in-Fact for Curtis Liu	09/23/2021
	** 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.

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Form 4 Amplitude, Inc. For: Jun 24 Filed by: Liu Curtis

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