Statement of Changes in Beneficial Ownership (4)
24 February 2022 - 10:19AM
Edgar (US Regulatory)
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
|
OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden hours per response...
0.5
|
|
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
*
Skates Spenser |
2. Issuer Name and Ticker or Trading Symbol
Amplitude, Inc.
[
AMPL
]
|
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chief Executive Officer |
(Last)
(First)
(Middle)
C/O AMPLITUDE, INC., 201 THIRD ST., SUITE 200 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
2/18/2022 |
(Street)
SAN FRANCISCO, CA 94103
(City)
(State)
(Zip)
|
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
|
6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ 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 | 2/18/2022 | | M | | 30000 | A | $4.19 | 30000 | D | |
Class A Common Stock | 2/18/2022 | | M | | 70000 | A | $4.19 | 100000 | D | |
Class A Common Stock | 2/18/2022 | | C(1) | | 30000 | D | $0.00 | 70000 | D | |
Class A Common Stock | 2/18/2022 | | C(1) | | 70000 | D | $0.00 | 0 | D | |
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 |
Stock Option (Right to Buy) | $4.19 | 2/18/2022 | | M | | | 30000 | (2) | 12/28/2030 | Class A Common Stock | 30000 | $0.00 | 89330 | D | |
Stock Option (Right to Buy) | $4.19 | 2/18/2022 | | M | | | 70000 | (3) | 12/28/2030 | Class A Common Stock | 70000 | $0.00 | 1101030 | D | |
Class B Common Stock | (4) | 2/18/2022 | | C (1) | | 30000 | | (4) | (4) | Class A Common Stock | 30000 | $0.00 | 6282146 | D | |
Class B Common Stock | (4) | 2/18/2022 | | C (1) | | 70000 | | (4) | (4) | Class A Common Stock | 70000 | $0.00 | 6352146 | D | |
Explanation of Responses: |
(1) | Represents the conversion of Class A Common Stock into the Issuer's Class B Common Stock effected pursuant to an amendment to the Issuer's Amended and Restated 2014 Stock Option and Grant Plan, which gave holders a one-time right to exchange such shares of Class A Common Stock for an equal number of shares of Class B Common Stock. |
(2) | 1/48th of the shares subject to the option vest on each monthly anniversary measured from January 1, 2021 (the "Vesting Commencement Date"), such that 100% of the shares subject to the option will be fully vested and exercisable on the fourth anniversary of the Vesting Commencement Date. |
(3) | The option is early exercisable. 1/24th of the shares subject to the option vest on each monthly anniversary measured from September 21, 2021 (the "Vesting Commencement Date"), such that 100% of the shares subject to the option will be fully vested on the second anniversary of the Vesting Commencement Date. |
(4) | 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, (b) the death or incapacity of the holder, (c) the date that is six months following the date on which the holder is no longer an employee or director of the Issuer (unless such holder has rejoined the Issuer during such six-month period) or (d) 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). |
Reporting Owners
|
Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Skates Spenser C/O AMPLITUDE, INC. 201 THIRD ST., SUITE 200 SAN FRANCISCO, CA 94103 | X | X | Chief Executive Officer |
|
Signatures
|
/s/ Elizabeth Fisher, as Attorney-in-Fact for Spenser Skates | | 2/23/2022 |
**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). |
Note: | File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. |
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
Amplitude (NASDAQ:AMPL)
Historical Stock Chart
From Mar 2024 to Apr 2024
Amplitude (NASDAQ:AMPL)
Historical Stock Chart
From Apr 2023 to Apr 2024