Eric Vishria - Dec 11, 2023 Form 4 Insider Report for Amplitude, Inc. (AMPL)

Role: Director
Signature: /s/ An-Yen Hu, by power of attorney for Eric Vishria
Stock symbol: AMPL
Transactions as of: Dec 11, 2023
Transactions value $: $0
Form type: 4
Date filed: 12/13/2023, 05:03 PM
Previous filing: Jun 16, 2023
Next filing: Feb 26, 2024

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	+1M		$0.00	1M	Dec 11, 2023	See footnote	F1, F2
transaction	AMPL	Class A Common Stock	Other	$0	-1M	-100%	$0.00^*	0	Dec 11, 2023	See footnote	F2, F3
transaction	AMPL	Class A Common Stock	Other	$0	+45.6K	+20.75%	$0.00	266K	Dec 11, 2023	See footnote	F3, F4
holding	AMPL	Class A Common Stock						27.1K	Dec 11, 2023	Direct	F5

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	-1M	-21.34%	$0.00	3.69M	Dec 11, 2023	Class A Common Stock	1M		See footnote	F2, F6

* 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 with 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	Shares are held by entities controlled by the reporting person.
F5	Includes 17,206 restricted stock units ("RSUs") that were granted pursuant to the Issuer's Non-Employee Director Compensation Program. Each RSU represents a right to receive one share of Class A Common Stock. The RSUs will vest in full on the earlier of (i) June 8, 2024 or (ii) immediately before the Issuer's 2024 annual meeting of stockholders, subject to the reporting person's continued service on the Board through such vesting date.
F6	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).