Dennis B. Phelps - Nov 19, 2021 Form 4 Insider Report for Amplitude, Inc. (AMPL)

Role: 10%+ Owner
Signature: /s/ Tracy Hogan, as Attorney-in-Fact for Todd C. Chaffee
Stock symbol: AMPL
Transactions as of: Nov 19, 2021
Transactions value $: -$1,622,934
Form type: 4
Date filed: 11/19/2021, 07:43 PM

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	AMPL	Class A Common Stock	Sale	-$1.48M	-21.6K	-22.92%	$68.44	72.6K	Nov 19, 2021	Direct	F1, F2
transaction	AMPL	Class A Common Stock	Sale	-$145K	-2.11K	-2.9%	$69.00	70.5K	Nov 19, 2021	Direct	F3
holding	AMPL	Class A Common Stock						5.61M	Nov 19, 2021	See Footnote	F4
holding	AMPL	Class A Common Stock						29.8K	Nov 19, 2021	See Footnote	F5

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

Explanation of Responses:

Id	Content
F1	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $67.93 to $68.91 inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
F2	The shares held directly by the Reporting Person prior to the transactions reported herein reflect the receipt of shares pursuant to pro rata distributions in kind, effected by Institutional Venture Partners XV, L.P. ("IVP XV LP") to its general partner and limited partners for no additional consideration, and the further pro rata distribution in kind by the general partner of IVP XV LP, for no additional consideration to its members, including the Reporting Person. The receipt of such shares by the Reporting Person constituted a change in form of ownership from indirect to direct, which was exempt from reporting pursuant to Rule 16a-13.
F3	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $68.91 to $69.05 inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
F4	These shares are owned directly by IVP XV LP, of which Institutional Venture Management XV, LLC ("IVM XV") is the sole general partner and exercises voting and investment power over these shares. The Reporting Person is a managing director of IVM XV and disclaims beneficial ownership of these securities, except to the extent of his proportionate pecuniary interest therein and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for Section 16 or any other purpose.
F5	These shares are owned directly by Institutional Venture Partners XV Executive Fund, L.P. ("IVP XV EF"), of which IVM XV is the sole general partner and exercises voting and investment power over these shares. The Reporting Person is a managing director of IVM XV and disclaims beneficial ownership of these securities, except to the extent of his proportionate pecuniary interest therein and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for Section 16 or any other purpose.