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* Institutional Venture Management XV, LLC (Last) (First) (Middle) 300 SAND HILL ROAD, BUILDING 2 SUITE 250 (Street) MENLO PARK CA 94025 (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) 10/26/2021
	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	10/26/2021		J(1)		1,146,373	D	$0.00	5,610,451	I	See footnote(2)
Class A Common Stock	10/26/2021		J(3)		6,098	D	$0.00	29,835	I	See footnote(4)

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

1. Name and Address of Reporting Person* Institutional Venture Management XV, LLC (Last) (First) (Middle) 300 SAND HILL ROAD, BUILDING 2 SUITE 250 (Street) MENLO PARK CA 94025 (City) (State) (Zip)

1. Name and Address of Reporting Person* Institutional Venture Partners XV, L.P. (Last) (First) (Middle) 300 SAND HILL ROAD, BUILDING 2 SUITE 250 (Street) MENLO PARK CA 94025 (City) (State) (Zip)

1. Name and Address of Reporting Person* Chaffee Todd C (Last) (First) (Middle) 300 SAND HILL ROAD, BUILDING 2 SUITE 250 (Street) MENLO PARK CA 94025 (City) (State) (Zip)

1. Name and Address of Reporting Person* Dash Somesh (Last) (First) (Middle) 300 SAND HILL ROAD, BUILDING 2 SUITE 250 (Street) MENLO PARK CA 94025 (City) (State) (Zip)

1. Name and Address of Reporting Person* FOGELSONG NORMAN A (Last) (First) (Middle) 300 SAND HILL ROAD, BUILDING2, SUITE 250 (Street) MENLO PARK CA 94025 (City) (State) (Zip)

1. Name and Address of Reporting Person* Harrick Stephen J (Last) (First) (Middle) 300 SAND HILL ROAD, BUILDING 2 SUITE 250 (Street) MENLO PARK CA 94025 (City) (State) (Zip)

1. Name and Address of Reporting Person* Liaw Eric (Last) (First) (Middle) 300 SAND HILL ROAD, BUILDING 2 SUITE 250 (Street) MENLO PARK CA 94025 (City) (State) (Zip)

1. Name and Address of Reporting Person* Maltz Jules A. (Last) (First) (Middle) 300 SAND HILL ROAD, BUILDING 2 SUITE 250 (Street) MENLO PARK CA 94025 (City) (State) (Zip)

1. Name and Address of Reporting Person* Miller J Sanford (Last) (First) (Middle) 300 SAND HILL ROAD, BUILDING 2 SUITE 250 (Street) MENLO PARK CA 94025 (City) (State) (Zip)

1. Name and Address of Reporting Person* Phelps Dennis B (Last) (First) (Middle) 300 SAND HILL ROAD, BUILDING 2 SUITE 250 (Street) MENLO PARK CA 94025 (City) (State) (Zip)

Explanation of Responses:

1. Represents a pro rata, in-kind distribution, and not a purchase or sale of securities, by IVP XV LP to its general partner and limited partners without additional consideration. The general partner further distributed the shares received in this distribution to its members on a pro rata basis for no consideration.

2. These shares are owned directly by Institutional Venture Partners XV, L.P. (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 managing directors of IVM XV are Todd C. Chaffee, Somesh Dash, Norman A. Fogelsong, Stephen J. Harrick, Eric Liaw, Jules A. Maltz, J. Sanford Miller and Dennis B. Phelps, Jr. The reporting persons disclaim beneficial ownership of these securities, except to the extent of their respective proportionate pecuniary interest therein and this report shall not be deemed an admission that any reporting person is the beneficial owner of such securities for Section 16 or any other purpose.

3. Represents a pro rata, in-kind distribution, and not a purchase or sale of securities, by IVP XV EF to its general partner and limited partners without additional consideration. The general partner further distributed the shares received in this distribution to its members on a pro rata basis for no consideration.

4. 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 managing directors of IVM XV are Todd C. Chaffee, Somesh Dash, Norman A. Fogelsong, Stephen J. Harrick, Eric Liaw, Jules A. Maltz, J. Sanford Miller and Dennis B. Phelps, Jr. The reporting persons disclaim beneficial ownership of these securities, except to the extent of their respective proportionate pecuniary interest therein and this report shall not be deemed an admission that any reporting person is the beneficial owner of such securities for Section 16 or any other purpose.

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 Institutional Venture Partners XV Executive Fund, L.P.

	/s/ Tracy Hogan, as Attorney-in-Fact for Institutional Venture Management XV, LLC	10/28/2021
	/s/ Tracy Hogan, as Attorney-in-Fact for Institutional Venture Partners XV, L.P.	10/28/2021
	/s/ Tracy Hogan, as Attorney-in-Fact for Todd C. Chaffee	10/28/2021
	/s/ Tracy Hogan, as Attorney-in-Fact for Somesh Dash	10/28/2021
	/s/ Tracy Hogan, as Attorney-in-Fact for Norman A. Fogelsong	10/28/2021
	/s/ Tracy Hogan, as Attorney-in-Fact for Stephen J. Harrick	10/28/2021
	/s/ Tracy Hogan, as Attorney-in-Fact for Eric Liaw	10/28/2021
	/s/ Tracy Hogan, as Attorney-in-Fact for Jules A. Maltz	10/28/2021
	/s/ Tracy Hogan, as Attorney-in-Fact for J. Sanford Miller	10/28/2021
	/s/ Tracy Hogan, as Attorney-in-Fact for Dennis B. Phelps, Jr.	10/28/2021
	** 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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