SEC Form 4

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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* Battery Partners XI, LLC (Last) (First) (Middle) ONE MARINA PARK DRIVE, SUITE 1100 (Street) BOSTON MA 02210 (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) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 09/21/2021
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X 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)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	09/21/2021		C		73,373	A	$0.00(1)	73,373	I	See footnote(2)
Class A Common Stock	09/21/2021		C		1,583,176	A	$0.00(1)	1,583,176	I	See footnote(3)
Class A Common Stock	09/21/2021		C		1,644,822	A	$0.00(1)	1,644,822	I	See footnote(4)
Class A Common Stock	09/21/2021		C		418,310	A	$0.00(1)	418,310	I	See footnote(5)
Class A Common Stock	09/21/2021		C		356,664	A	$0.00(1)	356,664	I	See footnote(6)

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B Common Stock	(1)	09/21/2021		C			73,373	(7)	(7)	Class A Common Stock	73,373	$0.00(7)	171,206	I	See footnote(2)
Class B Common Stock	(1)	09/21/2021		C			1,583,176	(7)	(7)	Class A Common Stock	1,583,176	$0.00(7)	3,694,078	I	See footnote(3)
Class B Common Stock	(1)	09/21/2021		C			1,644,822	(7)	(7)	Class A Common Stock	1,644,822	$0.00(7)	3,837,919	I	See footnote(4)
Class B Common Stock	(1)	09/21/2021		C			418,310	(7)	(7)	Class A Common Stock	418,310	$0.00(7)	976,058	I	See footnote(5)
Class B Common Stock	(1)	09/21/2021		C			356,664	(7)	(7)	Class A Common Stock	356,664	$0.00(7)	832,219	I	See footnote(6)
Class B Common Stock	(7)							(7)	(7)	Class A Common Stock	35,713		35,713	I	See footnote(8)
Class B Common Stock	(7)							(7)	(7)	Class A Common Stock	361,099		361,099	I	See footnote(9)

1. Name and Address of Reporting Person* Battery Partners XI, LLC (Last) (First) (Middle) ONE MARINA PARK DRIVE, SUITE 1100 (Street) BOSTON MA 02210 (City) (State) (Zip)

1. Name and Address of Reporting Person* Battery Partners XI Side Fund, LLC (Last) (First) (Middle) ONE MARINA PARK DRIVE, SUITE 1100 (Street) BOSTON MA 02210 (City) (State) (Zip)

1. Name and Address of Reporting Person* Battery Investment Partners XI, LLC (Last) (First) (Middle) ONE MARINA PARK DRIVE, SUITE 1100 (Street) BOSTON MA 02210 (City) (State) (Zip)

1. Name and Address of Reporting Person* Battery Ventures XI-A Side Fund, L.P. (Last) (First) (Middle) ONE MARINA PARK DRIVE, SUITE 1100 (Street) BOSTON MA 02210 (City) (State) (Zip)

1. Name and Address of Reporting Person* Battery Ventures XI-A, L.P. (Last) (First) (Middle) ONE MARINA PARK DRIVE, SUITE 1100 (Street) BOSTON MA 02210 (City) (State) (Zip)

1. Name and Address of Reporting Person* Battery Ventures XI-B Side Fund, L.P. (Last) (First) (Middle) ONE MARINA PARK DRIVE, SUITE 1100 (Street) BOSTON MA 02210 (City) (State) (Zip)

1. Name and Address of Reporting Person* Battery Ventures XI-B, L.P. (Last) (First) (Middle) ONE MARINA PARK DRIVE, SUITE 1100 (Street) BOSTON MA 02210 (City) (State) (Zip)

Explanation of Responses:

1. These shares of Class B common stock were converted on a one-for-one basis into Class A common stock.

2. Shares held by Battery Investment Partners XI, LLC ("BIP XI"). Battery Partners XI, LLC ("BP XI") is the managing member of BIP XI and may be deemed to beneficially own the shares held by BIP XI. BP XI's investment adviser is Battery Management Corp. Neeraj Agrawal, Michael Brown, Jesse Feldman, Russell Fleischer, Roger Lee, Itzik Parnafes, Chelsea Stoner, Dharmesh Thakker, and Scott Tobin (collectively the "BP XI Managing Members") are the managing members of BP XI and may be deemed to share voting and dispositive power over the securities held by BIP XI. Each of the reporting persons disclaims beneficial ownership of these securities except to the extent of his, her or its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 of for any other purpose. Mr. Agrawal is a director of the Issuer and files separate Section 16 reports.

3. Shares held by Battery Ventures XI-A, L.P. ("BV XI-A"). BP XI is the general partner of BV XI-A and may be deemed to beneficially own the shares held by BV XI-A. BP XI's investment adviser is Battery Management Corp. The BP XI Managing Members are the managing members of BP XI and may be deemed to share voting and dispositive power over the securities held by BP XI-A. Each of the reporting persons disclaims beneficial ownership of these securities except to the extent of his, her or its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 of for any other purpose. Mr. Agrawal is a director of the Issuer and files separate Section 16 reports.

4. Shares held by Battery Ventures XI-A Side Fund, L.P. ("BV XI-A SF"). Battery Partners XI Side Fund, LLC ("BP XI SF") is the general partner of BV XI-A SF and may be deemed to beneficially own the shares held by BV XI-A SF. BP XI SF's investment adviser is Battery Management Corp. The BP XI Managing Members are the managing members of BP XI SF and may be deemed to share voting and dispositive power over the securities held by BP XI-A SF. Each of the reporting persons disclaims beneficial ownership of these securities except to the extent of his, her or its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 of for any other purpose. Mr. Agrawal is a director of the Issuer and files separate Section 16 reports.

5. Shares held by Battery Ventures XI-B, L.P. ("BV XI-B"). BP XI is the general partner of BV XI-B and may be deemed to beneficially own the shares held by BV XI-B. BP XI 's investment adviser is Battery Management Corp. The BP XI Managing Members are the managing members of BP XI and may be deemed to share voting and dispositive power over the securities held by BP XI-B. Each of the reporting persons disclaims beneficial ownership of these securities except to the extent of his, her or its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 of for any other purpose. Mr. Agrawal is a director of the Issuer and files separate Section 16 reports.

6. Shares held by Battery Ventures XI-B Side Fund, L.P. ("BV XI-B SF"). BP XI SF is the general partner of BV XI-B SF and may be deemed to beneficially own the shares held by BV XI-B SF. BP XI SF's investment adviser is Battery Management Corp. The BP XI Managing Members are the managing members of BP XI SF and may be deemed to share voting and dispositive power over the securities held by BP XI-B SF. Each of the reporting persons disclaims beneficial ownership of these securities except to the extent of his, her or its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 of for any other purpose. Mr. Agrawal is a director of the Issuer and files separate Section 16 reports.

7. 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).

8. Shares held by Battery Investment Partners Select Fund I, L.P. ("BIP Select I"). Battery Partners Select Fund I GP, LLC ("BP Select I GP") is the general partner of BIP Select I and may be deemed to beneficially own the shares held by BP Select I. BP Select I GP's investment adviser is Battery Management Corp. The BP XI Managing Members and Morad Elhafed (collectively, the "BP Select Managing Members") are the managing members of BP Select I GP and may be deemed to share voting and dispositive power over the securities held by BIP Select I. Each of the reporting persons disclaims beneficial ownership of these securities except to the extent of his, her or its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 of for any other purpose. Mr. Agrawal is a director of the Issuer and files separate Section 16reports.

9. Shares held by Battery Ventures Select Fund I, L.P. ("BV Select I"). Battery Partners Select Fund I, L.P. ("BP Select I") is the general partner of BV Select I, BP Select I GP is the general partner of BP Select I and may be deemed to beneficially own the shares held by BV Select I. BP Select I GP's investment adviser is Battery Management Corp. The BP Select Managing Members are the managing members of BP Select I GP and may be deemed to share voting and dispositive power over the securities held by BV Select I. Each of the reporting persons disclaims beneficial ownership of these securities except to the extent of his, her or its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 of for any other purpose. Mr. Agrawal is a director of the Issuer and files separate Section 16 reports.

Remarks:

1 of 2: The number of joint filers exceeds the EDGAR maximum of 10 joint filers per Form. This Form 4 is being filed in conjunction with a Form 4 being filed by Battery Management Corp. and other filing persons.

	/s/ Christopher Schiavo, as Attorney-in-Fact for Battery Partners XI, LLC	09/23/2021
	/s/ Christopher Schiavo, as Attorney-in-Fact for Battery Partners XI Side Fund, LLC	09/23/2021
	/s/ Christopher Schiavo, as Attorney-in-Fact for Battery Investment Partners XI, LLC	09/23/2021
	/s/ Christopher Schiavo, as Attorney-in-Fact for Battery Ventures XI-A Side Fund, L.P.	09/23/2021
	/s/ Christopher Schiavo, as Attorney-in-Fact for Battery Ventures XI-A, L.P.	09/23/2021
	/s/ Christopher Schiavo, as Attorney-in-Fact for Battery Ventures XI-B Side Fund, L.P.	09/23/2021
	/s/ Christopher Schiavo, as Attorney-in-Fact for Battery Ventures XI-B, L.P.	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).
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