Eric Vishria - Sep 28, 2021 Form 4 Insider Report for Amplitude, Inc. (AMPL)

Signature
/s/ An-Yen Hu, by power of attorney for Eric Vishria
Stock symbol
AMPL
Transactions as of
Sep 28, 2021
Transactions value $
-$51,495,780
Form type
4
Date filed
9/30/2021, 08:27 PM
Previous filing
Sep 24, 2021
Next filing
Nov 16, 2021

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction AMPL Class A Common Stock Sale -$30M -600K -39.31% $50.00 926K Sep 28, 2021 See footnote F1
transaction AMPL Class A Common Stock Sale -$10.7M -200K -21.59% $53.28 726K Sep 28, 2021 See footnote F1, F2
transaction AMPL Class A Common Stock Sale -$10.8M -200K -27.53% $54.20 526K Sep 28, 2021 See footnote F1, F3
transaction AMPL Class A Common Stock Conversion of derivative security $0 +1.47M +279.92% $0.00 2M Sep 28, 2021 See footnote F1, F4
transaction AMPL Class A Common Stock Other $0 -2M -100% $0.00* 0 Sep 28, 2021 See footnote F1, F5
transaction AMPL Class A Common Stock Other $0 +91.3K $0.00 91.3K Sep 28, 2021 See footnote F5, F6

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction AMPL Class B Common Stock Conversion of derivative security $0 -1.47M -10.73% $0.00 12.3M Sep 28, 2021 Class A Common Stock 1.47M See footnote F1, F7
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Shares are held directly by Benchmark Capital Partners VIII, L.P. ("BCP VIII") for itself and as nominee for Benchmark Founders' Fund VIII, L.P. ("BFF VIII") and Benchmark Founders' Fund VIII-B, L.P. ("BFF VIII-B"). Benchmark Capital Management Co. VIII, L.L.C. ("BCMC VIII"), the general partner of BCP VIII, BFF VIII and BFF VIII-B, may be deemed to have sole voting and dispositive power over the securities. Eric Vishria, a member of the Issuer's board of directors, Matthew R. Cohler, Peter H. Fenton, J. William Gurley, An-Yen Hu, Mitchell H. Lasky, Chetan Puttagunta, Steven M. Spurlock and Sarah E. Tavel are the managing members of BCMC VIII, and each of them may be deemed to share voting and dispositive power over the securities held by such entities. Each such person and entity disclaims the existence of a "group" and disclaims beneficial ownership of the securities, except to the extent of such person's or entity's pecuniary interest in such securities.
F2 Represents the weighted-average sale price per share of a series of transactions, all of which were executed on September 28, 2021. The actual sale prices ranged from a low of $53 to a high of $53.85, 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.
F3 Represents the weighted-average sale price per share of a series of transactions, all of which were executed on September 28, 2021. The actual sale prices ranged from a low of $54.01 to a high of $54.68, 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.
F4 Conversion of a derivative security in accordance of its terms.
F5 Represents a pro-rata, in-kind distribution by BCP VIII and its affiliated funds, not for additional consideration, to BCMC VIII and its respective members and assignees.
F6 Shares are held by entities controlled by the reporting person.
F7 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).

Remarks:

This report is one of three reports, each on a separate Form 4, but relating to the same holdings being filed by entities affiliated with Benchmark and their applicable members.