UNITED STATES

  SECURITIES AND EXCHANGE COMMISSION

  Washington, D.C. 20549

     

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934
(Amendment No.    )*

 

Amplitude, Inc.

(Name of Issuer)

 

Class A Common Stock, $0.0001 par value per share

(Title of Class of Securities)

 

03213A104

(CUSIP Number)

 

December 31, 2021

(Date of Event Which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

¨ Rule 13d-1(b)
   
¨ Rule 13d-1(c)
   
x Rule 13d-1(d)

 

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

 

 

 

CUSIP No. 03213A104
 
  1. Names of Reporting Persons
Battery Ventures XI-A, L.P. (“BV11-A”)
 
  2. Check the Appropriate Box if a Member of a Group (See Instructions)
    (a)  ¨
    (b)  x
 
  3. SEC Use Only
 
  4. Citizenship or Place of Organization
Delaware
     
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With 		5. Sole Voting Power
4,112,110 shares, except that Battery Partners XI, LLC (“BP11”), the general partner of BV11-A, BV11-B, and managing member of BIP11, and its investment advisor Battery Management Corp. (“BMC,” and together with BP11 and BP11SF, the “Battery XI Companies”) may be deemed to have sole power to direct the voting of these shares; each of Neeraj Agrawal (“Agrawal”), Michael Brown (“Brown”), Jesse Feldman (“Feldman”), Russel Fleischer (“Fleischer”), Roger H. Lee (“Lee”), Chelsea R. Stoner (“Stoner”), Dharmesh Thakker (“Thakker”) and Scott R. Tobin (“Tobin”), each of whom is a managing member or officer of the Battery XI Companies, may be deemed to have shared power to direct the voting of these shares. 1
 
6. Shared Voting Power
See response to row 5.
 
7. Sole Dispositive Power
4,112,110 shares, except that Battery Partners XI, LLC (“BP11”), the general partner of BV11-A, BV11-B, and managing member of BIP11, and its investment advisor Battery Management Corp. (“BMC,” and together with BP11 and BP11SF, the “Battery XI Companies”) may be deemed to have sole power to direct the voting of these shares; each of Neeraj Agrawal (“Agrawal”), Michael Brown (“Brown”), Jesse Feldman (“Feldman”), Russel Fleischer (“Fleischer”), Roger H. Lee (“Lee”), Chelsea R. Stoner (“Stoner”), Dharmesh Thakker (“Thakker”) and Scott R. Tobin (“Tobin”), each of whom is a managing member or officer of the Battery XI Companies, may be deemed to have shared power to direct the disposition of these shares. 1
 
8. Shared Dispositive Power
See response to row 7.
 
  9. Aggregate Amount Beneficially Owned by Each Reporting Person
4,112,110 shares 1
 
  10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  ¨
 
  11. Percent of Class Represented by Amount in Row (9)
6.4%
 
  12. Type of Reporting Person (See Instructions)
PN

 

 

1 This amount includes 3,694,078 shares of Class A common stock issuable upon the voluntary conversion of Class B common stock. 

 

2

 

 

CUSIP No. 03213A104
 
  1. Names of Reporting Persons
Battery Ventures XI-B, L.P. (“BV11-B”)
 
  2. Check the Appropriate Box if a Member of a Group (See Instructions)
    (a) ¨
    (b) x
 
  3. SEC Use Only
 
  4. Citizenship or Place of Organization
Delaware
     
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With 		5. Sole Voting Power
1,086,512 shares, except that Battery Partners XI, LLC (“BP11”), the general partner of BV11-A, BV11-B, and managing member of BIP11, and its investment advisor Battery Management Corp. (“BMC,” and together with BP11 and BP11SF, the “Battery XI Companies”) may be deemed to have sole power to direct the voting of these shares; each of Neeraj Agrawal (“Agrawal”), Michael Brown (“Brown”), Jesse Feldman (“Feldman”), Russel Fleischer (“Fleischer”), Roger H. Lee (“Lee”), Chelsea R. Stoner (“Stoner”), Dharmesh Thakker (“Thakker”) and Scott R. Tobin (“Tobin”), each of whom is a managing member or officer of the Battery XI Companies, may be deemed to have shared power to direct the voting of these shares. 2
 
6. Shared Voting Power
See response to row 5.
 
7. Sole Dispositive Power
 1,086,512 shares, except that Battery Partners XI, LLC (“BP11”), the general partner of BV11-A, BV11-B, and managing member of BIP11, and its investment advisor Battery Management Corp. (“BMC,” and together with BP11 and BP11SF, the “Battery XI Companies”) may be deemed to have sole power to direct the disposition of these shares; each of Neeraj Agrawal (“Agrawal”), Michael Brown (“Brown”), Jesse Feldman (“Feldman”), Russel Fleischer (“Fleischer”), Roger H. Lee (“Lee”), Chelsea R. Stoner (“Stoner”), Dharmesh Thakker (“Thakker”) and Scott R. Tobin (“Tobin”), each of whom is a managing member or officer of the Battery XI Companies, may be deemed to have shared power to direct the disposition of these shares. 2
 
8. Shared Dispositive Power
See response to row 7.
 
  9. Aggregate Amount Beneficially Owned by Each Reporting Person
1,086,512 shares 2
 
  10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  ¨
 
  11. Percent of Class Represented by Amount in Row (9)
1.7%
 
  12. Type of Reporting Person (See Instructions)
PN

 

 

2 This amount includes 976,058 shares of Class A common stock issuable upon the voluntary conversion of Class B common stock.

 

3

 

 

CUSIP No. 03213A104

 
  1. Names of Reporting Persons
Battery Ventures XI-A Side Fund, L.P. (“BV11-A SF”)
 
  2. Check the Appropriate Box if a Member of a Group (See Instructions)
    (a) ¨
    (b) x
 
  3. SEC Use Only
 
  4. Citizenship or Place of Organization
Delaware
     
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With 		5. Sole Voting Power
4,272,229 shares, except that Battery Partners XI Side Fund, LLC (“BP11SF”), the general partner of BV11-A SF and BV11-B SF, and its investment advisor Battery Management Corp. (“BMC,” and together with BP11 and BP11SF, the “Battery XI Companies”) may be deemed to have sole power to direct the voting of these shares; each of Neeraj Agrawal (“Agrawal”), Michael Brown (“Brown”), Jesse Feldman (“Feldman”), Russel Fleischer (“Fleischer”), Roger H. Lee (“Lee”), Chelsea R. Stoner (“Stoner”), Dharmesh Thakker (“Thakker”) and Scott R. Tobin (“Tobin”), each of whom is a managing member or officer of the Battery XI Companies, may be deemed to have shared power to direct the voting of these shares. 3
 
6. Shared Voting Power
See response to row 5.
 
7. Sole Dispositive Power
 4,272,229 shares, except that Battery Partners XI Side Fund, LLC (“BP11SF”), the general partner of BV11-A SF and BV11-B SF, and its investment advisor Battery Management Corp. (“BMC,” and together with BP11 and BP11SF, the “Battery XI Companies”) may be deemed to have sole power to direct the disposition of these shares; each of Neeraj Agrawal (“Agrawal”), Michael Brown (“Brown”), Jesse Feldman (“Feldman”), Russel Fleischer (“Fleischer”), Roger H. Lee (“Lee”), Chelsea R. Stoner (“Stoner”), Dharmesh Thakker (“Thakker”) and Scott R. Tobin (“Tobin”), each of whom is a managing member or officer of the Battery XI Companies, may be deemed to have shared power to direct the disposition of these shares. 3
 
8. Shared Dispositive Power
See response to row 7.
 
  9. Aggregate Amount Beneficially Owned by Each Reporting Person
4,272,229 shares 3
 
  10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  ¨
 
  11. Percent of Class Represented by Amount in Row (9)
6.7%
 
  12. Type of Reporting Person (See Instructions)
PN

 

 

3 This amount includes 3,837,919 shares of Class A common stock issuable upon the voluntary conversion of Class B common stock.

 

4

 

 

CUSIP No. 03213A104

 
  1. Names of Reporting Persons
Battery Ventures XI-B Side Fund, L.P. (“BV11-B SF”)
 
  2. Check the Appropriate Box if a Member of a Group (See Instructions)
    (a) ¨
    (b) x
 
  3. SEC Use Only
 
  4. Citizenship or Place of Organization
Delaware
     
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With 		5. Sole Voting Power
926,395 shares, except that Battery Partners XI Side Fund, LLC (“BP11SF”), the general partner of BV11-A SF and BV11-B SF, and its investment advisor Battery Management Corp. (“BMC,” and together with BP11 and BP11SF, the “Battery XI Companies”) may be deemed to have sole power to direct the voting of these shares; each of Neeraj Agrawal (“Agrawal”), Michael Brown (“Brown”), Jesse Feldman (“Feldman”), Russel Fleischer (“Fleischer”), Roger H. Lee (“Lee”), Chelsea R. Stoner (“Stoner”), Dharmesh Thakker (“Thakker”) and Scott R. Tobin (“Tobin”), each of whom is a managing member or officer of the Battery XI Companies, may be deemed to have shared power to direct the voting of these shares. 4
 
6. Shared Voting Power
See response to row 5.
 
7. Sole Dispositive Power
 926,395 shares, except that Battery Partners XI Side Fund, LLC (“BP11SF”), the general partner of BV11-A SF and BV11-B SF, and its investment advisor Battery Management Corp. (“BMC,” and together with BP11 and BP11SF, the “Battery XI Companies”) may be deemed to have sole power to direct the disposition of these shares; each of Neeraj Agrawal (“Agrawal”), Michael Brown (“Brown”), Jesse Feldman (“Feldman”), Russel Fleischer (“Fleischer”), Roger H. Lee (“Lee”), Chelsea R. Stoner (“Stoner”), Dharmesh Thakker (“Thakker”) and Scott R. Tobin (“Tobin”), each of whom is a managing member or officer of the Battery XI Companies, may be deemed to have shared power to direct the disposition of these shares. 4
 
8. Shared Dispositive Power
See response to row 7.
 
  9. Aggregate Amount Beneficially Owned by Each Reporting Person
926,395 shares 4
 
  10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  ¨
 
  11. Percent of Class Represented by Amount in Row (9)
1.5%
 
  12. Type of Reporting Person (See Instructions)
PN

 

 

4 This amount includes 832,219 shares of Class A common stock issuable upon the voluntary conversion of Class B common stock.

 

5

 

 

CUSIP No. 03213A104

 
  1. Names of Reporting Persons
Battery Investment Partners XI, LLC (“BIP11”)
 
  2. Check the Appropriate Box if a Member of a Group (See Instructions)
    (a) ¨
    (b) x
 
  3. SEC Use Only
 
  4. Citizenship or Place of Organization
Delaware
     
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With 		5. Sole Voting Power
190,579 shares, except that Battery Partners XI, LLC (“BP11”), the general partner of BV11-A, BV11-B, and managing member of BIP11, and its investment advisor Battery Management Corp. (“BMC,” and together with BP11 and BP11SF, the “Battery XI Companies”) may be deemed to have sole power to direct the voting of these shares; each of Neeraj Agrawal (“Agrawal”), Michael Brown (“Brown”), Jesse Feldman (“Feldman”), Russel Fleischer (“Fleischer”), Roger H. Lee (“Lee”), Chelsea R. Stoner (“Stoner”), Dharmesh Thakker (“Thakker”) and Scott R. Tobin (“Tobin”), each of whom is a managing member or officer of the Battery XI Companies, may be deemed to have shared power to direct the voting of these shares. 5
 
6. Shared Voting Power
See response to row 5.
 
7. Sole Dispositive Power
190,579 shares, except that Battery Partners XI, LLC (“BP11”), the general partner of BV11-A, BV11-B, and managing member of BIP11, and its investment advisor Battery Management Corp. (“BMC,” and together with BP11 and BP11SF, the “Battery XI Companies”) may be deemed to have sole power to direct the disposition of these shares; each of Neeraj Agrawal (“Agrawal”), Michael Brown (“Brown”), Jesse Feldman (“Feldman”), Russel Fleischer (“Fleischer”), Roger H. Lee (“Lee”), Chelsea R. Stoner (“Stoner”), Dharmesh Thakker (“Thakker”) and Scott R. Tobin (“Tobin”), each of whom is a managing member or officer of the Battery XI Companies, may be deemed to have shared power to direct the disposition of these shares. 5
 
8. Shared Dispositive Power
See response to row 7.
 
  9. Aggregate Amount Beneficially Owned by Each Reporting Person
190,579 shares 5
 
  10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  ¨
 
  11. Percent of Class Represented by Amount in Row (9)
0.3%
 
  12. Type of Reporting Person (See Instructions)
OO

 

 

5 This amount includes 171,206 shares of Class A common stock issuable upon the voluntary conversion of Class B common stock.

 

6

 

 

CUSIP No. 03213A104

 
  1. Names of Reporting Persons
Battery Partners XI, LLC (“BP11”)
 
  2. Check the Appropriate Box if a Member of a Group (See Instructions)
    (a) ¨
    (b) x
 
  3. SEC Use Only
 
  4. Citizenship or Place of Organization
Delaware
     
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With 		5. Sole Voting Power
5,389,201 shares, except that Battery Partners XI, LLC (“BP11”), the general partner of BV11-A, BV11-B, and managing member of BIP11, and its investment advisor Battery Management Corp. (“BMC,” and together with BP11 and BP11SF, the “Battery XI Companies”) may be deemed to have sole power to direct the voting of these shares; each of Neeraj Agrawal (“Agrawal”), Michael Brown (“Brown”), Jesse Feldman (“Feldman”), Russel Fleischer (“Fleischer”), Roger H. Lee (“Lee”), Chelsea R. Stoner (“Stoner”), Dharmesh Thakker (“Thakker”) and Scott R. Tobin (“Tobin”), each of whom is a managing member or officer of the Battery XI Companies, may be deemed to have shared power to direct the voting of these shares. 6
 
6. Shared Voting Power
See response to row 5.
 
7. Sole Dispositive Power
5,389,201 shares, except that Battery Partners XI, LLC (“BP11”), the general partner of BV11-A, BV11-B, and managing member of BIP11, and its investment advisor Battery Management Corp. (“BMC,” and together with BP11 and BP11SF, the “Battery XI Companies”) may be deemed to have sole power to direct the disposition of these shares; each of Neeraj Agrawal (“Agrawal”), Michael Brown (“Brown”), Jesse Feldman (“Feldman”), Russel Fleischer (“Fleischer”), Roger H. Lee (“Lee”), Chelsea R. Stoner (“Stoner”), Dharmesh Thakker (“Thakker”) and Scott R. Tobin (“Tobin”), each of whom is a managing member or officer of the Battery XI Companies, may be deemed to have shared power to direct the disposition of these shares. 6
 
8. Shared Dispositive Power
See response to row 7.
 
  9. Aggregate Amount Beneficially Owned by Each Reporting Person
5,389,201 shares 6
 
  10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  ¨
 
  11. Percent of Class Represented by Amount in Row (9)
8.4%
 
  12. Type of Reporting Person (See Instructions)
OO

 

 

6 This amount includes 4,841,342 shares of Class A common stock issuable upon the voluntary conversion of Class B common stock.

 

7

 

 

CUSIP No. 03213A104

 
  1. Names of Reporting Persons
Battery Partners XI Side Fund, LLC (“BP11SF”)
 
  2. Check the Appropriate Box if a Member of a Group (See Instructions)
    (a) ¨
    (b) x
 
  3. SEC Use Only
 
  4. Citizenship or Place of Organization
Delaware
     
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With 		5. Sole Voting Power
5,198,624 shares, except that Battery Partners XI Side Fund, LLC (“BP11SF”), the general partner of BV11-A SF and BV11-B SF, and its investment advisor Battery Management Corp. (“BMC,” and together with BP11 and BP11SF, the “Battery XI Companies”) may be deemed to have sole power to direct the voting of these shares; each of Neeraj Agrawal (“Agrawal”), Michael Brown (“Brown”), Jesse Feldman (“Feldman”), Russel Fleischer (“Fleischer”), Roger H. Lee (“Lee”), Chelsea R. Stoner (“Stoner”), Dharmesh Thakker (“Thakker”) and Scott R. Tobin (“Tobin”), each of whom is a managing member or officer of the Battery XI Companies, may be deemed to have shared power to direct the voting of these shares. 7
 
6. Shared Voting Power
See response to row 5.
 
7. Sole Dispositive Power
5,198,624 shares, except that Battery Partners XI Side Fund, LLC (“BP11SF”), the general partner of BV11-A SF and BV11-B SF, and its investment advisor Battery Management Corp. (“BMC,” and together with BP11 and BP11SF, the “Battery XI Companies”) may be deemed to have sole power to direct the disposition of these shares; each of Neeraj Agrawal (“Agrawal”), Michael Brown (“Brown”), Jesse Feldman (“Feldman”), Russel Fleischer (“Fleischer”), Roger H. Lee (“Lee”), Chelsea R. Stoner (“Stoner”), Dharmesh Thakker (“Thakker”) and Scott R. Tobin (“Tobin”), each of whom is a managing member or officer of the Battery XI Companies, may be deemed to have shared power to direct the disposition of these shares. 7
 
8. Shared Dispositive Power
See response to row 7.
 
  9. Aggregate Amount Beneficially Owned by Each Reporting Person
5,198,624 shares 7
 
  10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  ¨
 
  11. Percent of Class Represented by Amount in Row (9)
8.1%
 
  12. Type of Reporting Person (See Instructions)
OO

 

 

7 This amount includes 4,670,138 shares of Class A common stock issuable upon the voluntary conversion of Class B common stock.

 

8

 

 

CUSIP No. 03213A104

 
  1. Names of Reporting Persons
Battery Ventures Select Fund I, L.P. (“BV Select”)
 
  2. Check the Appropriate Box if a Member of a Group (See Instructions)
    (a) ¨
    (b) x
 
  3. SEC Use Only
 
  4. Citizenship or Place of Organization
Delaware
     
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With 		5. Sole Voting Power
361,099 shares, except that Battery Partners Select Fund I, L.P. (“BP Select LP”), the general partner of BV Select, Battery Partners Select Fund I GP, LLC (“BP Select LLC”), the general partner of BP Select LP and BIP Select, and its investment advisor Battery Management Corp. (“BMC,” and together with BP Select LLC, the “Battery Select Companies”) may be deemed to have sole power to direct the voting of these shares; each of Neeraj Agrawal (“Agrawal”), Michael Brown (“Brown”), Morad Elhafed (“Elhafed”), Jesse Feldman (“Feldman”), Russel Fleischer (“Fleischer”), Roger H. Lee (“Lee”), Chelsea Stoner (“Stoner”), Dharmesh Thakker (“Thakker”), and Scott R. Tobin (“Tobin”), each of whom is a managing member or officer of the Battery Select Companies, may be deemed to have shared power to direct the voting of these shares. 8
 
6. Shared Voting Power
See response to row 5.
 
7. Sole Dispositive Power
 361,099 shares, except that Battery Partners Select Fund I, L.P. (“BP Select LP”), the general partner of BV Select, Battery Partners Select Fund I GP, LLC (“BP Select LLC”), the general partner of BP Select LP and BIP Select, and its investment advisor Battery Management Corp. (“BMC,” and together with BP Select LLC, the “Battery Select Companies”) may be deemed to have sole power to direct the disposition of these shares; each of Agrawal, Brown, Elhafed, Feldman, Fleischer, Lee, Stoner, Thakker, and Tobin, each of whom is a managing member or officer of the Battery Select Companies, may be deemed to have shared power to direct the disposition of these shares. 8
 
8. Shared Dispositive Power
See response to row 7.
 
  9. Aggregate Amount Beneficially Owned by Each Reporting Person
361,099 shares 8
 
  10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  ¨
 
  11. Percent of Class Represented by Amount in Row (9)
0.6%
 
  12. Type of Reporting Person (See Instructions)
PN

 

 

8 This amount includes 361,099 shares of Class A common stock issuable upon the voluntary conversion of Class B common stock. 

 

9

 

 

CUSIP No. 03213A104

 
  1. Names of Reporting Persons
Battery Partners Select Fund I, L.P. (“BP Select LP”)
 
  2. Check the Appropriate Box if a Member of a Group (See Instructions)
    (a) ¨
    (b) x
 
  3. SEC Use Only
 
  4. Citizenship or Place of Organization
Delaware
     
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With 		5. Sole Voting Power
361,099 shares, except that Battery Partners Select Fund I, L.P. (“BP Select LP”), the general partner of BV Select, Battery Partners Select Fund I GP, LLC (“BP Select LLC”), the general partner of BP Select LP and BIP Select, and its investment advisor Battery Management Corp. (“BMC,” and together with BP Select LLC, the “Battery Select Companies”) may be deemed to have sole power to direct the voting of these shares; each of Agrawal, Brown, Elhafed, Feldman, Fleischer, Lee, Stoner, Thakker, and Tobin, each of whom is a managing member or officer of the Battery Select Companies, may be deemed to have shared power to direct the voting of these shares. 8
 
6. Shared Voting Power
See response to row 5.
 
7. Sole Dispositive Power
 361,099 shares, except that Battery Partners Select Fund I, L.P. (“BP Select LP”), the general partner of BV Select, Battery Partners Select Fund I GP, LLC (“BP Select LLC”), the general partner of BP Select LP and BIP Select, and its investment advisor Battery Management Corp. (“BMC,” and together with BP Select LLC, the “Battery Select Companies”) may be deemed to have sole power to direct the disposition of these shares; each of Agrawal, Brown, Elhafed, Feldman, Fleischer, Lee, Stoner, Thakker, and Tobin, each of whom is a managing member or officer of the Battery Select Companies, may be deemed to have shared power to direct the disposition of these shares. 8
 
8. Shared Dispositive Power
See response to row 7.
 
  9. Aggregate Amount Beneficially Owned by Each Reporting Person
361,099 shares 8
 
  10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  ¨
 
  11. Percent of Class Represented by Amount in Row (9)
0.6%
 
  12. Type of Reporting Person (See Instructions)
PN

 

 

8 This amount includes 361,099 shares of Class A common stock issuable upon the voluntary conversion of Class B common stock. 

 

10

 

  

CUSIP No. 03213A104

 
  1. Names of Reporting Persons
Battery Investment Partners Select Fund I, L.P. (“BIP Select”)
 
  2. Check the Appropriate Box if a Member of a Group (See Instructions)
    (a) ¨
    (b) x
 
  3. SEC Use Only
 
  4. Citizenship or Place of Organization
Delaware
     
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With 		5. Sole Voting Power
35,713 shares, except that Battery Partners Select Fund I GP, LLC (“BP Select LLC”), the general partner of BP Select LP and BIP Select, and its investment advisor Battery Management Corp. (“BMC,” and together with BP Select LLC, the “Battery Select Companies”) may be deemed to have sole power to direct the voting of these shares; each of Agrawal, Brown, Elhafed, Feldman, Fleischer, Lee, Stoner, Thakker, and Tobin, each of whom is a managing member or officer of the Battery Select Companies, may be deemed to have shared power to direct the voting of these shares. 9
 
6. Shared Voting Power
See response to row 5.
 
7. Sole Dispositive Power
35,713 shares, except that Battery Partners Select Fund I GP, LLC (“BP Select LLC”), the general partner of BP Select LP and BIP Select, and its investment advisor Battery Management Corp. (“BMC,” and together with BP Select LLC, the “Battery Select Companies”) may be deemed to have sole power to direct the disposition of these shares; each of Agrawal, Brown, Elhafed, Feldman, Fleischer, Lee, Stoner, Thakker, and Tobin, each of whom is a managing member or officer of the Battery Select Companies, may be deemed to have shared power to direct the disposition of these shares. 9
 
8. Shared Dispositive Power
See response to row 7.
 
  9. Aggregate Amount Beneficially Owned by Each Reporting Person
35,713 shares 9
 
  10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  ¨
 
  11. Percent of Class Represented by Amount in Row (9)
0.1%
 
  12. Type of Reporting Person (See Instructions)
PN

 

 

9 This amount includes 35,713 shares of Class A common stock issuable upon the voluntary conversion of Class B common stock. 

 

11

 

 

CUSIP No. 03213A104

 
  1. Names of Reporting Persons
Battery Partners Select Fund I GP, LLC (“BP Select LLC”)
 
  2. Check the Appropriate Box if a Member of a Group (See Instructions)
    (a) ¨
    (b) x
 
  3. SEC Use Only
 
  4. Citizenship or Place of Organization
Delaware
     
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With 		5. Sole Voting Power
396,812 shares, of which 361,099 shares are directly owned by BV Select LP and of which 35,713 shares are owned by BIP Select, except that Agrawal, Brown, Elhafed, Feldman, Fleischer, Lee, Stoner, Thakker and Tobin, each of whom is a managing member or officer of the Battery Select Companies, may be deemed to have shared power to direct the voting of these shares. 10
 
6. Shared Voting Power
See response to row 5.
 
7. Sole Dispositive Power
396,812 shares, of which 361,099 shares are directly owned by BV Select LP and of which 35,713 shares are owned by BIP Select, except that Agrawal, Brown, Elhafed, Feldman, Fleischer, Lee, Stoner, Thakker and Tobin, each of whom is a managing member or officer of the Battery Select Companies, may be deemed to have shared power to direct the disposition of these shares. 10
 
8. Shared Dispositive Power
See response to row 7.
 
  9. Aggregate Amount Beneficially Owned by Each Reporting Person
396,812 shares 10
 
  10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  ¨
 
  11. Percent of Class Represented by Amount in Row (9)
0.6%
 
  12. Type of Reporting Person (See Instructions)
OO

 

 

10 This amount includes 396,812 shares of Class A common stock issuable upon the voluntary conversion of Class B common stock. 

 

12

 

 

CUSIP No. 03213A104

 
  1. Names of Reporting Persons
Battery Management Corp. (“BMC”)
 
  2. Check the Appropriate Box if a Member of a Group (See Instructions)
    (a) ¨
    (b) x
 
  3. SEC Use Only
 
  4. Citizenship or Place of Organization
Massachusetts
     
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With 		5. Sole Voting Power
10,984,637 shares, of which 4,112,110 shares are directly owned by BV11-A, 1,086,512 shares are directly owned by BV-11B, 4,272,229 shares are directly owned by BV11-ASF, 926,395 shares are directly owned by BV11-BSF, 190,579 shares are directly owned by BIP11, 361,099 shares are directly owned by BV Select, and 35,713 shares are directly owned by BIP Select, except that Agrawal, Brown, Elhafed, Feldman, Fleischer, Lee, Stoner, Thakker and Tobin, each of whom is a managing member or officer of either the Battery XI Companies or Battery Select Companies, may be deemed to have shared power to direct the voting of these shares. 11
 
6. Shared Voting Power
See response to row 5.
 
7. Sole Dispositive Power
10,984,637 shares, of which 4,112,110 shares are directly owned by BV11-A, 1,086,512 shares are directly owned by BV-11B, 4,272,229 shares are directly owned by BV11-ASF, 926,395 shares are directly owned by BV11-BSF, 190,579 shares are directly owned by BIP11, 361,099 shares are directly owned by BV Select, and 35,713 shares are directly owned by BIP Select, except that Agrawal, Brown, Elhafed, Feldman, Fleischer, Lee, Stoner, Thakker and Tobin, each of whom is a managing member or officer of either the Battery XI Companies or Battery Select Companies, may be deemed to have shared power to direct the disposition of these shares. 11
 
8. Shared Dispositive Power
See response to row 7.
 
  9. Aggregate Amount Beneficially Owned by Each Reporting Person
10,984,637 shares 11
 
  10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  ¨
 
  11. Percent of Class Represented by Amount in Row (9)
17.2%
 
  12. Type of Reporting Person (See Instructions)
OO

  

 

11 This amount includes 9,908,292 shares of Class A common stock issuable upon the voluntary conversion of Class B common stock. 

 

13

 

 

CUSIP No. 03213A104

 
  1. Names of Reporting Persons
Neeraj Agrawal
 
  2. Check the Appropriate Box if a Member of a Group (See Instructions)
    (a) ¨
    (b) x
 
  3. SEC Use Only
 
  4. Citizenship or Place of Organization
USA
     
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With 		5. Sole Voting Power
68,572 shares
 
6. Shared Voting Power
10,984,637 shares, of which 4,112,110 shares are directly owned by BV11-A, 1,086,512 shares are directly owned by BV-11B, 4,272,229 shares are directly owned by BV11-ASF, 926,395 shares are directly owned by BV11-BSF, 190,579 shares are directly owned by BIP11, 361,099 shares are directly owned by BV Select, and 35,713 shares are directly owned by BIP Select, except that Agrawal, Brown, Elhafed, Feldman, Fleischer, Lee, Stoner, Thakker and Tobin, each of whom is a managing member or officer of either the Battery XI Companies or Battery Select Companies, may be deemed to have shared power to direct the voting of these shares. 11
 
7. Sole Dispositive Power
68,572 shares
 
8. Shared Dispositive Power
10,984,637 shares, of which 4,112,110 shares are directly owned by BV11-A, 1,086,512 shares are directly owned by BV-11B, 4,272,229 shares are directly owned by BV11-ASF, 926,395 shares are directly owned by BV11-BSF, 190,579 shares are directly owned by BIP11, 361,099 shares are directly owned by BV Select, and 35,713 shares are directly owned by BIP Select, except that Agrawal, Brown, Elhafed, Feldman, Fleischer, Lee, Stoner, Thakker and Tobin, each of whom is a managing member or officer of either the Battery XI Companies or Battery Select Companies, may be deemed to have shared power to direct the disposition of these shares. 11
 
  9. Aggregate Amount Beneficially Owned by Each Reporting Person

11,053,209 shares 11

 
  10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  ¨
 
  11. Percent of Class Represented by Amount in Row (9)
17.3%
 
  12. Type of Reporting Person (See Instructions)
IN

 

 

11 This amount includes 9,908,292 shares of Class A common stock issuable upon the voluntary conversion of Class B common stock.

 

14

 

 

CUSIP No. 03213A104

 
  1. Names of Reporting Persons
Michael Brown
 
  2. Check the Appropriate Box if a Member of a Group (See Instructions)
    (a) ¨
    (b) x
 
  3. SEC Use Only
 
  4. Citizenship or Place of Organization
USA
     
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With 		5. Sole Voting Power
34,286 shares
 
6. Shared Voting Power
10,984,637 shares, of which 4,112,110 shares are directly owned by BV11-A, 1,086,512 shares are directly owned by BV-11B, 4,272,229 shares are directly owned by BV11-ASF, 926,395 shares are directly owned by BV11-BSF, 190,579 shares are directly owned by BIP11, 361,099 shares are directly owned by BV Select, and 35,713 shares are directly owned by BIP Select, except that Agrawal, Brown, Elhafed, Feldman, Fleischer, Lee, Stoner, Thakker and Tobin, each of whom is a managing member or officer of either the Battery XI Companies or Battery Select Companies, may be deemed to have shared power to direct the voting of these shares. 11
 
7. Sole Dispositive Power
34,286 shares
 
8. Shared Dispositive Power
10,984,637 shares, of which 4,112,110 shares are directly owned by BV11-A, 1,086,512 shares are directly owned by BV-11B, 4,272,229 shares are directly owned by BV11-ASF, 926,395 shares are directly owned by BV11-BSF, 190,579 shares are directly owned by BIP11, 361,099 shares are directly owned by BV Select, and 35,713 shares are directly owned by BIP Select, except that Agrawal, Brown, Elhafed, Feldman, Fleischer, Lee, Stoner, Thakker and Tobin, each of whom is a managing member or officer of either the Battery XI Companies or Battery Select Companies, may be deemed to have shared power to direct the disposition of these shares. 11
 
  9. Aggregate Amount Beneficially Owned by Each Reporting Person

11,018,923 shares 11

 
  10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  ¨
 
  11. Percent of Class Represented by Amount in Row (9)
17.3%
 
  12. Type of Reporting Person (See Instructions)
IN

 

 

11 This amount includes 9,908,292 shares of Class A common stock issuable upon the voluntary conversion of Class B common stock. 

 

15

 

 

CUSIP No. 03213A104

 
  1. Names of Reporting Persons
Jesse Feldman
 
  2. Check the Appropriate Box if a Member of a Group (See Instructions)
    (a) ¨
    (b) x
 
  3. SEC Use Only
 
  4. Citizenship or Place of Organization
USA
     
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With 		5. Sole Voting Power
33,122 shares
 
6. Shared Voting Power
10,984,637 shares, of which 4,112,110 shares are directly owned by BV11-A, 1,086,512 shares are directly owned by BV-11B, 4,272,229 shares are directly owned by BV11-ASF, 926,395 shares are directly owned by BV11-BSF, 190,579 shares are directly owned by BIP11, 361,099 shares are directly owned by BV Select, and 35,713 shares are directly owned by BIP Select, except that Agrawal, Brown, Elhafed, Feldman, Fleischer, Lee, Stoner, Thakker and Tobin, each of whom is a managing member or officer of either the Battery XI Companies or Battery Select Companies, may be deemed to have shared power to direct the voting of these shares. 11
 
7. Sole Dispositive Power
33,122 shares
 
8. Shared Dispositive Power
10,984,637 shares, of which 4,112,110 shares are directly owned by BV11-A, 1,086,512 shares are directly owned by BV-11B, 4,272,229 shares are directly owned by BV11-ASF, 926,395 shares are directly owned by BV11-BSF, 190,579 shares are directly owned by BIP11, 361,099 shares are directly owned by BV Select, and 35,713 shares are directly owned by BIP Select, except that Agrawal, Brown, Elhafed, Feldman, Fleischer, Lee, Stoner, Thakker and Tobin, each of whom is a managing member or officer of either the Battery XI Companies or Battery Select Companies, may be deemed to have shared power to direct the disposition of these shares. 11
 
  9. Aggregate Amount Beneficially Owned by Each Reporting Person

11,017,759 shares 11

 
  10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  ¨
 
  11. Percent of Class Represented by Amount in Row (9)
17.3%
 
  12. Type of Reporting Person (See Instructions)
IN

 

 

11 This amount includes 9,908,292 shares of Class A common stock issuable upon the voluntary conversion of Class B common stock. 

  

16

 

 

CUSIP No. 03213A104

 
  1. Names of Reporting Persons
Roger H. Lee
 
  2. Check the Appropriate Box if a Member of a Group (See Instructions)
    (a) ¨
    (b) x
 
  3. SEC Use Only
 
  4. Citizenship or Place of Organization
USA
     
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With 		5. Sole Voting Power
68,574 shares
 
6. Shared Voting Power
10,984,637 shares, of which 4,112,110 shares are directly owned by BV11-A, 1,086,512 shares are directly owned by BV-11B, 4,272,229 shares are directly owned by BV11-ASF, 926,395 shares are directly owned by BV11-BSF, 190,579 shares are directly owned by BIP11, 361,099 shares are directly owned by BV Select, and 35,713 shares are directly owned by BIP Select, except that Agrawal, Brown, Elhafed, Feldman, Fleischer, Lee, Stoner, Thakker and Tobin, each of whom is a managing member or officer of either the Battery XI Companies or Battery Select Companies, may be deemed to have shared power to direct the voting of these shares. 11
 
7. Sole Dispositive Power
68,574 shares
 
8. Shared Dispositive Power
10,984,637 shares, of which 4,112,110 shares are directly owned by BV11-A, 1,086,512 shares are directly owned by BV-11B, 4,272,229 shares are directly owned by BV11-ASF, 926,395 shares are directly owned by BV11-BSF, 190,579 shares are directly owned by BIP11, 361,099 shares are directly owned by BV Select, and 35,713 shares are directly owned by BIP Select, except that Agrawal, Brown, Elhafed, Feldman, Fleischer, Lee, Stoner, Thakker and Tobin, each of whom is a managing member or officer of either the Battery XI Companies or Battery Select Companies, may be deemed to have shared power to direct the disposition of these shares. 11
 
  9. Aggregate Amount Beneficially Owned by Each Reporting Person

11,053,211 shares 11

 
  10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  ¨
 
  11. Percent of Class Represented by Amount in Row (9)
17.3%
 
  12. Type of Reporting Person (See Instructions)
IN

 

 

11 This amount includes 9,908,292 shares of Class A common stock issuable upon the voluntary conversion of Class B common stock. 

 

17

 

 

CUSIP No. 03213A104

 
  1. Names of Reporting Persons
Scott R. Tobin
 
  2. Check the Appropriate Box if a Member of a Group (See Instructions)
    (a) ¨
    (b) x
 
  3. SEC Use Only
 
  4. Citizenship or Place of Organization
USA
     
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With 		5. Sole Voting Power
23,604 shares
 
6. Shared Voting Power
10,984,637 shares, of which 4,112,110 shares are directly owned by BV11-A, 1,086,512 shares are directly owned by BV-11B, 4,272,229 shares are directly owned by BV11-ASF, 926,395 shares are directly owned by BV11-BSF, 190,579 shares are directly owned by BIP11, 361,099 shares are directly owned by BV Select, and 35,713 shares are directly owned by BIP Select, except that Agrawal, Brown, Elhafed, Feldman, Fleischer, Lee, Stoner, Thakker and Tobin, each of whom is a managing member or officer of either the Battery XI Companies or Battery Select Companies, may be deemed to have shared power to direct the voting of these shares. 11
 
7. Sole Dispositive Power
23,604 shares
 
8. Shared Dispositive Power
10,984,637 shares, of which 4,112,110 shares are directly owned by BV11-A, 1,086,512 shares are directly owned by BV-11B, 4,272,229 shares are directly owned by BV11-ASF, 926,395 shares are directly owned by BV11-BSF, 190,579 shares are directly owned by BIP11, 361,099 shares are directly owned by BV Select, and 35,713 shares are directly owned by BIP Select, except that Agrawal, Brown, Elhafed, Feldman, Fleischer, Lee, Stoner, Thakker and Tobin, each of whom is a managing member or officer of either the Battery XI Companies or Battery Select Companies, may be deemed to have shared power to direct the disposition of these shares. 11
 
  9. Aggregate Amount Beneficially Owned by Each Reporting Person

11,008,241 shares 11

 
  10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  ¨
 
  11. Percent of Class Represented by Amount in Row (9)
17.3%
 
  12. Type of Reporting Person (See Instructions)
IN

 

 

11 This amount includes 9,908,292 shares of Class A common stock issuable upon the voluntary conversion of Class B common stock.

 

18

 

 

CUSIP No. 03213A104

 
  1. Names of Reporting Persons
Chelsea R. Stoner
 
  2. Check the Appropriate Box if a Member of a Group (See Instructions)
    (a) ¨
    (b) x
 
  3. SEC Use Only
 
  4. Citizenship or Place of Organization
USA
     
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With 		5. Sole Voting Power
64,697 shares
 
6. Shared Voting Power
10,984,637 shares, of which 4,112,110 shares are directly owned by BV11-A, 1,086,512 shares are directly owned by BV-11B, 4,272,229 shares are directly owned by BV11-ASF, 926,395 shares are directly owned by BV11-BSF, 190,579 shares are directly owned by BIP11, 361,099 shares are directly owned by BV Select, and 35,713 shares are directly owned by BIP Select, except that Agrawal, Brown, Elhafed, Feldman, Fleischer, Lee, Stoner, Thakker and Tobin, each of whom is a managing member or officer of either the Battery XI Companies or Battery Select Companies, may be deemed to have shared power to direct the voting of these shares. 11
 
7. Sole Dispositive Power
64,697 shares
 
8. Shared Dispositive Power
10,984,637 shares, of which 4,112,110 shares are directly owned by BV11-A, 1,086,512 shares are directly owned by BV-11B, 4,272,229 shares are directly owned by BV11-ASF, 926,395 shares are directly owned by BV11-BSF, 190,579 shares are directly owned by BIP11, 361,099 shares are directly owned by BV Select, and 35,713 shares are directly owned by BIP Select, except that Agrawal, Brown, Elhafed, Feldman, Fleischer, Lee, Stoner, Thakker and Tobin, each of whom is a managing member or officer of either the Battery XI Companies or Battery Select Companies, may be deemed to have shared power to direct the disposition of these shares. 11
 
  9. Aggregate Amount Beneficially Owned by Each Reporting Person

11,049,334 shares 11

 
  10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  ¨
 
  11. Percent of Class Represented by Amount in Row (9)
17.3%
 
  12. Type of Reporting Person (See Instructions)
IN

 

 

11 This amount includes 9,908,292 shares of Class A common stock issuable upon the voluntary conversion of Class B common stock.

  

19

 

 

CUSIP No. 03213A104

 
  1. Names of Reporting Persons
Morad Elhafed
 
  2. Check the Appropriate Box if a Member of a Group (See Instructions)
    (a) ¨
    (b) x
 
  3. SEC Use Only
 
  4. Citizenship or Place of Organization
USA
     
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With 		5. Sole Voting Power
0
 
6. Shared Voting Power
10,984,637 shares, of which 4,112,110 shares are directly owned by BV11-A, 1,086,512 shares are directly owned by BV-11B, 4,272,229 shares are directly owned by BV11-ASF, 926,395 shares are directly owned by BV11-BSF, 190,579 shares are directly owned by BIP11, 361,099 shares are directly owned by BV Select, and 35,713 shares are directly owned by BIP Select, except that Agrawal, Brown, Elhafed, Feldman, Fleischer, Lee, Stoner, Thakker and Tobin, each of whom is a managing member or officer of either the Battery XI Companies or Battery Select Companies, may be deemed to have shared power to direct the voting of these shares. 11
 
7. Sole Dispositive Power
0
 
8. Shared Dispositive Power
10,984,637 shares, of which 4,112,110 shares are directly owned by BV11-A, 1,086,512 shares are directly owned by BV-11B, 4,272,229 shares are directly owned by BV11-ASF, 926,395 shares are directly owned by BV11-BSF, 190,579 shares are directly owned by BIP11, 361,099 shares are directly owned by BV Select, and 35,713 shares are directly owned by BIP Select, except that Agrawal, Brown, Elhafed, Feldman, Fleischer, Lee, Stoner, Thakker and Tobin, each of whom is a managing member or officer of either the Battery XI Companies or Battery Select Companies, may be deemed to have shared power to direct the disposition of these shares. 11
 
  9. Aggregate Amount Beneficially Owned by Each Reporting Person

10,984,637 shares 11

 
  10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  ¨
 
  11. Percent of Class Represented by Amount in Row (9)
17.2%
 
  12. Type of Reporting Person (See Instructions)
IN

 

 

11 This amount includes 9,908,292 shares of Class A common stock issuable upon the voluntary conversion of Class B common stock. 

 

20

 

 

CUSIP No. 03213A104

 
  1. Names of Reporting Persons
Dharmesh Thakker
 
  2. Check the Appropriate Box if a Member of a Group (See Instructions)
    (a) ¨
    (b) x
 
  3. SEC Use Only
 
  4. Citizenship or Place of Organization
USA
     
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With 		5. Sole Voting Power
39,152 shares
 
6. Shared Voting Power
10,984,637 shares, of which 4,112,110 shares are directly owned by BV11-A, 1,086,512 shares are directly owned by BV-11B, 4,272,229 shares are directly owned by BV11-ASF, 926,395 shares are directly owned by BV11-BSF, 190,579 shares are directly owned by BIP11, 361,099 shares are directly owned by BV Select, and 35,713 shares are directly owned by BIP Select, except that Agrawal, Brown, Elhafed, Feldman, Fleischer, Lee, Stoner, Thakker and Tobin, each of whom is a managing member or officer of either the Battery XI Companies or Battery Select Companies, may be deemed to have shared power to direct the voting of these shares. 11
 
7. Sole Dispositive Power
39,152 shares
 
8. Shared Dispositive Power
10,984,637 shares, of which 4,112,110 shares are directly owned by BV11-A, 1,086,512 shares are directly owned by BV-11B, 4,272,229 shares are directly owned by BV11-ASF, 926,395 shares are directly owned by BV11-BSF, 190,579 shares are directly owned by BIP11, 361,099 shares are directly owned by BV Select, and 35,713 shares are directly owned by BIP Select, except that Agrawal, Brown, Elhafed, Feldman, Fleischer, Lee, Stoner, Thakker and Tobin, each of whom is a managing member or officer of either the Battery XI Companies or Battery Select Companies, may be deemed to have shared power to direct the disposition of these shares. 11
 
  9. Aggregate Amount Beneficially Owned by Each Reporting Person

11,023,789 shares 11

 
  10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  ¨
 
  11. Percent of Class Represented by Amount in Row (9)
17.3%
 
  12. Type of Reporting Person (See Instructions)
IN

 

 

11 This amount includes 9,908,292 shares of Class A common stock issuable upon the voluntary conversion of Class B common stock. 

 

21

 

 

CUSIP No. 03213A104

 
  1. Names of Reporting Persons
Russell Fleischer
 
  2. Check the Appropriate Box if a Member of a Group (See Instructions)
    (a) ¨
    (b) x
 
  3. SEC Use Only
 
  4. Citizenship or Place of Organization
USA
     
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With 		5. Sole Voting Power
39,152 shares
 
6. Shared Voting Power
10,984,637 shares, of which 4,112,110 shares are directly owned by BV11-A, 1,086,512 shares are directly owned by BV-11B, 4,272,229 shares are directly owned by BV11-ASF, 926,395 shares are directly owned by BV11-BSF, 190,579 shares are directly owned by BIP11, 361,099 shares are directly owned by BV Select, and 35,713 shares are directly owned by BIP Select, except that Agrawal, Brown, Elhafed, Feldman, Fleischer, Lee, Stoner, Thakker and Tobin, each of whom is a managing member or officer of either the Battery XI Companies or Battery Select Companies, may be deemed to have shared power to direct the voting of these shares. 11
 
7. Sole Dispositive Power
39,152 shares
 
8. Shared Dispositive Power
10,984,637 shares, of which 4,112,110 shares are directly owned by BV11-A, 1,086,512 shares are directly owned by BV-11B, 4,272,229 shares are directly owned by BV11-ASF, 926,395 shares are directly owned by BV11-BSF, 190,579 shares are directly owned by BIP11, 361,099 shares are directly owned by BV Select, and 35,713 shares are directly owned by BIP Select, except that Agrawal, Brown, Elhafed, Feldman, Fleischer, Lee, Stoner, Thakker and Tobin, each of whom is a managing member or officer of either the Battery XI Companies or Battery Select Companies, may be deemed to have shared power to direct the disposition of these shares. 11
 
  9. Aggregate Amount Beneficially Owned by Each Reporting Person

11,023,789 shares 11

 
  10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  ¨
 
  11. Percent of Class Represented by Amount in Row (9)
17.3%
 
  12. Type of Reporting Person (See Instructions)
IN

 

 

11 This amount includes 9,908,292 shares of Class A common stock issuable upon the voluntary conversion of Class B common stock. 

 

22

 

 

Item 1.
  (a) Name of Issuer
Amplitude, Inc.
  (b)

Address of Issuer’s Principal Executive Offices
201 Third Street, Suite 200

San Francisco, CA 94103

 
Item 2.
  (a)

Name of Person Filing
Battery Ventures XI-A, L.P. (“BV11-A”), Battery Ventures XI-B, L.P. (“BV11-B”), Battery Ventures XI-A Side Fund, L.P. (“BV11-A SF”), Battery Ventures XI-B Side Fund, L.P. (“BV11-B SF”), Battery Investment Partners XI, LLC (“BIP11”), Battery Partners XI, LLC (“BP11”), Battery Partners XI Side Fund, LLC (“BP11SF”), Battery Ventures Select Fund I, L.P. (“BV Select”), Battery Investment Partners Select Fund I, L.P. (“BIP Select”), Battery Partners Select Fund I, L.P. (“BP Select LP”), Battery Partners Select Fund I GP, LLC (“BP Select LLC”), “Battery Management Corp. (“BMC”), Neeraj Agrawal (“Agrawal”), Michael Brown (“Brown”), Morad Elhafed (“Elhafed”), Jesse Feldman (“Feldman”), Russel Fleischer (“Fleischer”), Roger H. Lee (“Lee”), Chelsea Stoner (“Stoner”), Dharmesh Thakker (“Thakker”), and Scott R. Tobin (“Tobin”). The foregoing entities and individuals are collectively referred to as the “Reporting Persons.”

 

Agrawal, Brown, Feldman, Fleischer, Lee, Stoner, Thakker, and Tobin are the sole managing members of BP11, the general partner of BV11-A and BV11-B and managing member of BIP11, BP11SF, the general partner of BV-11A SF and BV-11B SF, and/or the officers of BMC, the investment advisor to BP11 and BP11SF.

 

Agrawal, Brown, Elhafed, Feldman, Fleischer, Lee, Stoner, Thakker, and Tobin are the sole managing members of BP Select LLC, the general partner of BP Select LP and BIP Select, and ultimate general partner of BV Select.

  (b)

Address of Principal Business Office or, if none, Residence

Battery Ventures

One Marina Park Drive

Suite 1100

Boston, MA 02210

  (c) Citizenship
Agrawal, Brown, Elhafed, Feldman, Fleischer, Lee, Stoner, Thakker, and Tobin are United States citizens.  BV11-A, BV11-B, BV-11A SF, BV-11B SF, BV Select, BP Select LP, and BIP Select are limited partnerships organized under the laws of the State of Delaware. BP11, BP11SF, and BP Select LLC are limited liability companies organized under the laws of the State of Delaware. BMC is a corporation organized under the laws of the Commonwealth of Massachusetts.
  (d) Title of Class of Securities
Class A Common Stock, $0.00001 par value per share
  (e) CUSIP Number
03213A104
 
Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
  (a) ¨ Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
  (b) ¨ Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
  (c) ¨ Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
  (d) ¨ Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
  (e) ¨ An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
  (f) ¨ An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
  (g) ¨ A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
  (h) ¨ A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
  (i) ¨ A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
  (j) ¨ Group, in accordance with §240.13d-1(b)(1)(ii)(J).

 

23

 

 

Item 4. Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 

The approximate percentages of Common Stock reported as beneficially owned by the Reporting Persons is based upon 53,879,646 shares of Common Stock outstanding as of November 3, 2021, as reported in the Issuer’s Form 10-Q filed on November 9, 2021. 11

 
  (a)

Amount beneficially owned:

See Row 9 of cover page for each Reporting Person.

  (b)

Percent of class:

See Row 11 of cover page for each Reporting Person.

     
  (c)

Number of shares as to which the person has:

 

    (i)

Sole power to vote or to direct the vote

See Row 5 of cover page for each Reporting Person.

    (ii)

Shared power to vote or to direct the vote

See Row 6 of cover page for each Reporting Person.

    (iii)

Sole power to dispose or to direct the disposition of

See Row 7 of cover page for each Reporting Person.

    (iv)

Shared power to dispose or to direct the disposition of

See Row 8 of cover page for each Reporting Person.

 
Item 5. Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following   ¨.
 
Item 6. Ownership of More than Five Percent on Behalf of Another Person
Under certain circumstances set forth in the limited partnership agreement of BV11-A, BV11-B, BV11-A SF, BV11-B SF, BV Select, and BIP Select, the general and limited partners may be deemed to have the right to receive dividends from, or the proceeds from, the sale of shares of the Issuer owned by BV11-A, BV11-B, BV11-A SF, BV11-B SF, BV Select, and BIP Select.  Under certain circumstances set forth in the limited liability company agreement of BIP11, the members may be deemed to have the right to receive dividends from, or the proceeds from, the sale of shares of the Issuer owned by BIP11.
 
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person
N/A
 
Item 8. Identification and Classification of Members of the Group
N/A
 
Item 9. Notice of Dissolution of Group
N/A
 
Item 10. Certification
N/A

 

 

11 This amount includes 9,908,292 shares of Class A common stock issuable upon the voluntary conversion of Class B common stock.

 

24

 

 

Signature

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

  BATTERY VENTURES XI, L.P.
   
  By: Battery Partners XI, LLC
   
  By: *
    Managing Member
   
  BATTERY INVESTMENT PARTNERS XI, LLC
   
  By: Battery Partners XI, LLC
   
  By: *
    Managing Member
   
  BATTERY PARTNERS XI, LLC
   
  By: *
    Managing Member
   
  BATTERY VENTURES SELECT FUND I, L.P.
   
  By: Battery Partners Select Fund I, L.P.
  By: Battery Partners Select Fund I GP, LLC
   
  By: *
    Managing Member
   
  BATTERY PARTNERS SELECT FUND I, L.P.
   
  By: Battery Partners Select Fund I GP, LLC
   
  By: *
    Managing Member
   
  BATTERY INVESTMENT PARTNERS SELECT FUND I, L.P.
   
  By: Battery Partners Select Fund I GP, LLC
   
  By: *
    Managing Member
   
  BATTERY PARTNERS SELECT FUND I GP, LLC
   
  By: *
    Managing Member
   
  BATTERY MANAGEMENT CORP.
   
  By: *
    Chief Financial Officer

 

25

 

 

  NEERAJ AGRAWAL
   
  By: *
    Neeraj Agrawal
   
  MICHAEL BROWN
   
  By: *
    Michael Brown
   
  JESSE FELDMAN
   
  By: *
    Jesse Feldman
   
  ROGER H. LEE
   
  By: *
    Roger H. Lee
   
  SCOTT R. TOBIN
   
  By: *
    Scott R. Tobin
   
  CHELSEA R. STONER
   
  By: *
    Chelsea R. Stoner
   
  RUSSELL FLEISCHER
   
  By: *
  Russell Fleischer
   
  MORAD ELHAFED
   
  By: *
  Morad Elhafed
   
  DHARMESH THAKKER
   
  By: *
  Dharmesh Thakker

 

*By: /s/ Christopher Schiavo  
Name: Christopher Schiavo
Attorney-in-Fact 		 

 

 

 

This Schedule 13G was executed pursuant to a Power of Attorney.   Note that copies of the applicable Powers of Attorney are already on file with the appropriate agencies.

 

  ATTENTION  
Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).

 

26

 

Amplitude (NASDAQ:AMPL)
Historical Stock Chart
From Mar 2024 to Apr 2024 Click Here for more Amplitude Charts.
Amplitude (NASDAQ:AMPL)
Historical Stock Chart
From Apr 2023 to Apr 2024 Click Here for more Amplitude Charts.