Benchmark Capital Management Co. VIII, L.L.C. - Aug 8, 2022 Form 4 Insider Report for Amplitude, Inc. (AMPL)

Role: 10%+ Owner
Signature: /s/ An-Yen Hu, as Managing Member of Benchmark Capital Management Co. VIII, L.L.C.
Stock symbol: AMPL
Transactions as of: Aug 8, 2022
Transactions value $: $0
Form type: 4
Date filed: 8/10/2022, 07:57 PM
Previous filing: Nov 16, 2021
Next filing: Dec 2, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	AMPL	Class A Common Stock	Conversion of derivative security	$0	+1.53M		$0.00	1.53M	Aug 8, 2022	See footnote	F1, F2
transaction	AMPL	Class A Common Stock	Other	$0	-1.53M	-100%	$0.00^*	0	Aug 8, 2022	See footnote	F2, F3

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 Commo Stock	Conversion of derivative security	$0	-1.53M	-16.48%	$0.00	7.74M	Aug 8, 2022	Class A CommonStock	1.53M		See footnote	F2, F4

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Conversion of a derivative security in accordance of its terms.
F2	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 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.
F3	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.
F4	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.