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 * Heinz Matthew 2. Issuer Name and Ticker or Trading Symbol Amplitude, Inc. [ AMPL ] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)_____ Director                    _____ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
Chief Revenue Officer
(Last)          (First)          (Middle)
C/O AMPLITUDE, INC., 201 THIRD ST., SUITE 200
3. Date of Earliest Transaction (MM/DD/YYYY)
6/15/2022
(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  6/15/2022    A    171526.00 (1) A $0.00  215773.00 (2) D   
Class A Common Stock  6/15/2022    A    57176.00 (3) A $0.00  272949.00 (4) 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

Explanation of Responses:
(1)  Represents Restricted Stock Units ("RSUs"). Each RSU represents a contingent right to receive one share of Class A Common Stock of the Issuer. The RSUs vest in eight equal quarterly installments beginning on November 15, 2023 until fully vested on August 15, 2025, subject to the Reporting Person's continuing status as a service provider to the Issuer through each applicable vesting date.
(2)  Includes 171,526 RSUs.
(3)  Represents RSUs. Each RSU represents a contingent right to receive one share of Class A Common Stock of the Issuer. The RSUs vest in 16 equal quarterly installments on each quarterly anniversary of May 15, 2022 until fully vested on May 15, 2026, subject to the Reporting Person's continuing status as a service provider to the Issuer through each applicable vesting date.
(4)  Includes 228,702 RSUs.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Heinz Matthew
C/O AMPLITUDE, INC.
201 THIRD ST., SUITE 200
SAN FRANCISCO, CA 94103


Chief Revenue Officer

Signatures
/s/ Elizabeth Fisher, as attorney in fact for Matthew Heinz 6/17/2022
**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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