FORM 4 [ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      
1. Name and Address of Reporting Person * Battery Partners XI, LLC 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)
(Last)         (First)         (Middle)
ONE MARINA PARK DRIVE, SUITE 1100
3. Date of Earliest Transaction (MM/DD/YYYY)
11/29/2021
(Street)
BOSTON, MA 02210
(City)       (State)       (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)
 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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  11/29/2021    J(1)    27000  D $0.00  19373  I  See footnote (2)
Class A Common Stock  11/29/2021    J(3)    582572  D $0.00  418032  I  See footnote (4)
Class A Common Stock  11/29/2021    J(5)    605256  D $0.00  434310  I  See footnote (6)
Class A Common Stock  11/29/2021    J(7)    153928  D $0.00  110454  I  See footnote (8)
Class A Common Stock  11/29/2021    J(9)    131244  D $0.00  94176  I  See footnote (10)
Class A Common Stock  11/29/2021    J(11)    150939  A $0.00  150939  I  See footnote (12)
Class A Common Stock  11/29/2021    J(13)    150939  D $0.00  0  I  See footnote (12)
Class A Common Stock  11/29/2021    J(14)    150939  A $0.00  150939  I  See footnote (15)
Class A Common Stock  11/29/2021    J(16)    150939  D $0.00  0  I  See footnote (15)
Class A Common Stock  11/29/2021    S    22641  D $71.21 (17) 29930 (18) D (19)  
Class A Common Stock                 3192 (20) I  See footnote (21)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: 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

Explanation of Responses:
(1)  Represents a pro rata, in-kind distribution, and not a purchase or sale of securities, by Battery Investment Partners XI, LLC to its members without additional consideration.
(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, 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)  Represents a pro rata, in-kind distribution, and not a purchase or sale of securities, by Battery Ventures XI-A, L.P. to its general partner and limited partners without additional consideration.
(4)  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.
(5)  Represents a pro rata, in-kind distribution, and not a purchase or sale of securities, by Battery Ventures XI-A Side Fund, L.P. to its general partner and limited partners without additional consideration.
(6)  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.
(7)  Represents a pro rata, in-kind distribution, and not a purchase or sale of securities, by Battery Ventures XI-B, L.P. to its general partner and limited partners without additional consideration.
(8)  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.
(9)  Represents a pro rata, in-kind distribution, and not a purchase or sale of securities, by Battery Ventures XI-B Side Fund, L.P. to its general partner and limited partners without additional consideration.
(10)  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.
(11)  Represents receipt of shares in the distribution in kind described in footnotes (1), (3) and (7).
(12)  Shares held by BP XI. 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. 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.
(13)  Represents a pro rata, in-kind distribution, and not a purchase or sale of securities, by BP XI to its members without consideration.
(14)  Represents receipt of shares in the distribution in kind described in footnotes (5) and (9).
(15)  Shares held by BP XI 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. 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.
(16)  Represents a pro rata, in-kind distribution, and not a purchase or sale of securities, by BP XI SF to its members without consideration.
(17)  The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $71.00 to $71.64 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.
(18)  Reflects receipt of shares in the distribution in kind described in footnotes (1), (13) and (16).
(19)  Shares are held by Jesse Feldman.
(20)  Reflects receipt of shares in the distribution in kind described in footnotes (13) and (16).
(21)  Shares are held by The Jesse Feldman Irrevocable Trust of 2016 (the "Trust"), of which Jesse Feldman's spouse is the trustee. Mr. Feldman disclaims beneficial ownership of the shares held by the Trust except to the extent of his proportionate pecuniary interest therein.

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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Battery Partners XI, LLC
ONE MARINA PARK DRIVE, SUITE 1100
BOSTON, MA 02210

X

Battery Partners XI Side Fund, LLC
ONE MARINA PARK DRIVE, SUITE 1100
BOSTON, MA 02210

X

Battery Investment Partners XI, LLC
ONE MARINA PARK DRIVE, SUITE 1100
BOSTON, MA 02210

X

Battery Ventures XI-A Side Fund, L.P.
ONE MARINA PARK DRIVE, SUITE 1100
BOSTON, MA 02210

X

Battery Ventures XI-A, L.P.
ONE MARINA PARK DRIVE, SUITE 1100
BOSTON, MA 02210

X

Battery Ventures XI-B Side Fund, L.P.
ONE MARINA PARK DRIVE, SUITE 1100
BOSTON, MA 02210

X

Battery Ventures XI-B, L.P.
ONE MARINA PARK DRIVE, SUITE 1100
BOSTON, MA 02210

X


Signatures
/s/ Christopher Schiavo, as Attorney-in-Fact for Battery Partners XI, LLC 12/1/2021
**Signature of Reporting Person Date
/s/ Christopher Schiavo, as Attorney-in-Fact for Battery Partners XI Side Fund, LLC 12/1/2021
**Signature of Reporting Person Date
/s/ Christopher Schiavo, as Attorney-in-Fact for Battery Investment Partners XI, LLC 12/1/2021
**Signature of Reporting Person Date
/s/ Christopher Schiavo, as Attorney-in-Fact for Battery Ventures XI-A Side Fund, L.P. 12/1/2021
**Signature of Reporting Person Date
/s/ Christopher Schiavo, as Attorney-in-Fact for Battery Ventures XI-A, L.P. 12/1/2021
**Signature of Reporting Person Date
/s/ Christopher Schiavo, as Attorney-in-Fact for Battery Ventures XI-B Side Fund, L.P. 12/1/2021
**Signature of Reporting Person Date
/s/ Christopher Schiavo, as Attorney-in-Fact for Battery Ventures XI-B, L.P. 12/1/2021
**Signature of Reporting Person Date
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