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 Management Corp. 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)
5/9/2022
(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  5/9/2022    C    90000  A $0.00 (1) 109373  I  By Battery Investment Partners XI, LLC (2)
Class A Common Stock  5/9/2022    C    1941905  A $0.00 (1) 2359937  I  By Battery Ventures XI-A, L.P. (3)
Class A Common Stock  5/9/2022    C    513095  A $0.00 (1) 623549  I  By Battery Ventures XI-B, L.P. (4)
Class A Common Stock  5/9/2022    C    2017519  A $0.00 (1) 2451829  I  By Battery Ventures XI-A Side Fund, L.P. (5)
Class A Common Stock  5/9/2022    C    437481  A $0.00 (1) 531657  I  By Battery Ventures XI-B Side Fund, L.P. (6)
Class A Common Stock                 25544 (7)(8)(9) D (10)  
Class A Common Stock                 8742 (7)(8)(9) I  By Trust (11)
Class A Common Stock                 29930 (7)(8)(9) D (12)  
Class A Common Stock                 3192 (7)(8)(9) I  By Trust (13)
Class A Common Stock                 39152 (7)(8)(9) D (14)  
Class A Common Stock                 68574 (7)(8)(9) I  By Trust (15)
Class A Common Stock                 64697 (7)(8)(9) I  By Trust (16)
Class A Common Stock                 39152 (7)(8)(9) I  By Trust (17)
Class A Common Stock                 23604 (7)(8)(9) D (18)  

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
Class B Common Stock   (1) 5/9/2022    C        90000    (19)  (19) Class A Common Stock  90000  $0.00 (19) 81206  I  By Battery Investment Partners XI, LLC (2)
Class B Common Stock   (1) 5/9/2022    C        1941905    (19)  (19) Class A Common Stock  1941905  $0.00 (19) 1752173  I  By Battery Ventures XI-A, L.P. (3)
Class B Common Stock   (1) 5/9/2022    C        513095    (19)  (19) Class A Common Stock  513095  $0.00 (19) 462963  I  By Battery Ventures XI-B, L.P. (4)
Class B Common Stock   (1) 5/9/2022    C        2017519    (19)  (19) Class A Common Stock  2017519  $0.00 (19) 1820400  I  By Battery Ventures XI-A Side Fund, L.P. (5)
Class B Common Stock   (1) 5/9/2022    C        437481    (19)  (19) Class A Common Stock  437481  $0.00 (19) 394738  I  By Battery Ventures XI-B Side Fund, L.P. (6)
Class B Common Stock   (19)                  (19)  (19) Class A Common Stock  35713    35713  I  By Battery Investment Partners Select Fund I, L.P. (20)
Class B Common Stock   (19)                  (19)  (19) Class A Common Stock  361099    361099  I  By Battery Ventures Select Fund I, L.P. (21)

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 ("BMC"). 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)  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 BMC. 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-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 BMC. 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.
(5)  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 BMC. 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.
(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 BMC. 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 shares held by the Reporting Person reflect the receipt of shares pursuant to a pro rata distribution in kind, effected by BIP XI to its members for no additional consideration, including the Reporting Person. The receipt of such shares by the Reporting Person constituted a change in form of ownership from indirect to direct, which was exempt from reporting pursuant to Rule 16a-13.
(8)  The shares held by the Reporting Person include the receipt of shares pursuant to pro rata distributions in kind, effected by each of BV XI-A SF and BV XI-B SF to its general partner and limited partners for no additional consideration, and the further pro rata distribution in kind by the general partner of BV XI-A SF and BV XI-B SF, for no additional consideration to its members, including the Reporting Person. The receipt of such shares by the Reporting Person constituted a change in form of ownership from indirect to direct, which was exempt from reporting pursuant to Rule 16a-13.
(9)  The shares held by the Reporting Person include the receipt of shares pursuant to pro rata distributions in kind, effected by each of BV XI-A and BV XI-B to its general partner and limited partners for no additional consideration, and the further pro rata distribution in kind by the general partner of BV XI-A and BV XI-B , for no additional consideration to its members, including the Reporting Person. The receipt of such shares by the Reporting Person constituted a change in form of ownership from indirect to direct, which was exempt from reporting pursuant to Rule 16a-13.
(10)  Shares are held by Michael M. Brown.
(11)  Shares are held by The Michael M. Brown Irrevocable GST Trust of 2013 (the "Brown Trust"), of which Michael M. Brown's spouse is the trustee. Mr. Brown disclaims beneficial ownership of the shares held by the Brown Trust except to the extent of his proportionate pecuniary interest therein.
(12)  Shares are held by Jesse Feldman.
(13)  Shares are held by The Jesse Feldman Irrevocable Trust of 2016 (the "Feldman Trust"), of which Jesse Feldman's spouse is the trustee. Mr. Feldman disclaims beneficial ownership of the shares held by the Feldman Trust except to the extent of his proportionate pecuniary interest therein.
(14)  Shares are held by Russell Fleischer.
(15)  Shares are held by The Roger and Clarissa Lee Irrevocable GST Trust (the "Lee Trust"), of which Roger Lee's brother is the trustee. Mr. Lee disclaims beneficial ownership of the shares held by the Lee Trust except to the extent of his proportionate pecuniary interest therein.
(16)  Shares are held by the Stoner Spiller Family Trust (the "Stoner Trust"), of which Chelsea R. Stoner is a trustee. Ms. Stoner disclaims beneficial ownership of the shares held by the Stoner Trust except to the extent of her proportionate pecuniary interest therein.
(17)  Shares are held by the STAM Family Revocable Living Trust (the "Thakker Trust"), of which Dharmesh Thakker is a trustee. Mr. Thakker disclaims beneficial ownership of the shares held by the Thakker Trust except to the extent of his proportionate pecuniary interest therein.
(18)  Shares are held by Scott R. Tobin.
(19)  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).
(20)  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 BMC. 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 16 reports.
(21)  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 BMC. 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:
2 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 Partners XI, LLC and other filing persons.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Battery Management Corp.
ONE MARINA PARK DRIVE, SUITE 1100
BOSTON, MA 02210

X

BROWN MICHAEL MAURICE
ONE MARINA PARK DRIVE, SUITE 1100
BOSTON, MA 02210

X

Feldman Jesse
ONE MARINA PARK DRIVE, SUITE 1100
BOSTON, MA 02210

X

FLEISCHER RUSSELL L
ONE MARINA PARK DRIVE, SUITE 1100
BOSTON, MA 02210

X

Lee Roger H
ONE MARINA PARK DRIVE, SUITE 1100
BOSTON, MA 02210

X

Stoner Chelsea R.
ONE MARINA PARK DRIVE, SUITE 1100
BOSTON, MA 02210

X

Thakker Dharmesh
ONE MARINA PARK DRIVE, SUITE 1100
BOSTON, MA 02210

X

TOBIN SCOTT R
ONE MARINA PARK DRIVE, SUITE 1100
BOSTON, MA 02210

X


Signatures
/s/ Christopher Schiavo, as Attorney-in-Fact for Battery Management Corp. 5/11/2022
**Signature of Reporting Person Date
/s/ Christopher Schiavo, as Attorney-in-Fact for Michael M. Brown 5/11/2022
**Signature of Reporting Person Date
/s/ Christopher Schiavo, as Attorney-in-Fact for Jesse Feldman 5/11/2022
**Signature of Reporting Person Date
/s/ Christopher Schiavo, as Attorney-in-Fact for Russell L. Fleischer 5/11/2022
**Signature of Reporting Person Date
/s/ Christopher Schiavo, as Attorney-in-Fact for Roger H. Lee 5/11/2022
**Signature of Reporting Person Date
/s/ Christopher Schiavo, as Attorney-in-Fact for Chelsea Stoner 5/11/2022
**Signature of Reporting Person Date
/s/ Christopher Schiavo, as Attorney-in-Fact for Dharmesh Thakker 5/11/2022
**Signature of Reporting Person Date
/s/ Christopher Schiavo, as Attorney-in-Fact for Scott R. Tobin 5/11/2022
**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.
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