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SC Us (TTGP)

Filed: 23 Feb 22, 9:02pm
SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
SC US (TTGP), LTD.

(Last) (First) (Middle)
C/O SEQUOIA CAPITAL
2800 SAND HILL ROAD, SUITE 101

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)
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)
3. Date of Earliest Transaction (Month/Day/Year)
02/18/2022
4. If Amendment, Date of Original Filed (Month/Day/Year)
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. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction 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 02/18/2022 P 146,436 A $17.4936(2) 146,436 I Sequoia Capital U.S. Growth Fund IX, L.P.(1)
Class A Common Stock 02/18/2022 P 336,696 A $18.4952(3) 483,133 I Sequoia Capital U.S. Growth Fund IX, L.P.(1)
Class A Common Stock 02/18/2022 P 706,285 A $19.211(4) 1,189,418 I Sequoia Capital U.S. Growth Fund IX, L.P.(1)
Class A Common Stock 02/18/2022 P 394,499 A $20.1427(5) 1,583,917 I Sequoia Capital U.S. Growth Fund IX, L.P.(1)
Class A Common Stock 02/18/2022 P 6,310 A $17.4936(2) 6,310 I Sequoia Capital U.S. Growth Partners Fund IX, L.P.(1)
Class A Common Stock 02/18/2022 P 14,509 A $18.4952(3) 20,819 I Sequoia Capital U.S. Growth Partners Fund IX, L.P.(1)
Class A Common Stock 02/18/2022 P 30,436 A $19.211(4) 51,255 I Sequoia Capital U.S. Growth Partners Fund IX, L.P.(1)
Class A Common Stock 02/18/2022 P 17,000 A $20.1427(5) 68,255 I Sequoia Capital U.S. Growth Partners Fund IX, L.P.(1)
Class A Common Stock 02/18/2022 P 15,978 A $17.4936(2) 15,978 I Sequoia Capital U.S. Growth IX Principals Fund, L.P.(1)
Class A Common Stock 02/18/2022 P 36,738 A $18.4952(3) 52,717 I Sequoia Capital U.S. Growth IX Principals Fund, L.P.(1)
Class A Common Stock 02/18/2022 P 77,066 A $19.211(4) 129,782 I Sequoia Capital U.S. Growth IX Principals Fund, L.P.(1)
Class A Common Stock 02/18/2022 P 43,046 A $20.1427(5) 172,828 I Sequoia Capital U.S. Growth IX Principals Fund, L.P.(1)
Class A Common Stock 02/22/2022 P 272,258 A $20.0108(6) 1,856,175 I Sequoia Capital U.S. Growth Fund IX, L.P.(1)
Class A Common Stock 02/22/2022 P 207,284 A $20.6755(7) 2,063,459 I Sequoia Capital U.S. Growth Fund IX, L.P.(1)
Class A Common Stock 02/22/2022 P 11,732 A $20.0108(6) 79,987 I Sequoia Capital U.S. Growth Partners Fund IX, L.P.(1)
Class A Common Stock 02/22/2022 P 8,933 A $20.6755(7) 88,920 I Sequoia Capital U.S. Growth Partners Fund IX, L.P.(1)
Class A Common Stock 02/22/2022 P 29,707 A $20.0108(6) 202,535 I Sequoia Capital U.S. Growth IX Principals Fund, L.P.(1)
Class A Common Stock 02/22/2022 P 22,618 A $20.6755(7) 225,153 I Sequoia Capital U.S. Growth IX Principals Fund, L.P.(1)
Class A Common Stock 02/23/2022 P 158,102 A $20.5018(8) 2,221,562 I Sequoia Capital U.S. Growth Fund IX, L.P.(1)
Class A Common Stock 02/23/2022 P 3,515 A $21.0906(9) 2,225,077 I Sequoia Capital U.S. Growth Fund IX, L.P.(1)
Class A Common Stock 02/23/2022 P 6,814 A $20.5018(8) 95,734 I Sequoia Capital U.S. Growth Partners Fund IX, L.P.(1)
Class A Common Stock 02/23/2022 P 151 A $21.0906(9) 95,885 I Sequoia Capital U.S. Growth Partners Fund IX, L.P.(1)
Class A Common Stock 02/23/2022 P 17,251 A $20.5018(8) 242,404 I Sequoia Capital U.S. Growth IX Principals Fund, L.P.(1)
Class A Common Stock 02/23/2022 P 384 A $21.0906(9) 242,788 I Sequoia Capital U.S. Growth IX Principals Fund, L.P.(1)
Class A Common Stock 235,201 I Sequoia Capital U.S. Venture 2010 - Seed Fund, L.P(2)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction 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 (Month/Day/Year) 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: 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
1. Name and Address of Reporting Person*
SC US (TTGP), LTD.

(Last) (First) (Middle)
C/O SEQUOIA CAPITAL
2800 SAND HILL ROAD, SUITE 101

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)
1. Name and Address of Reporting Person*
SC U.S. VENTURE 2010 MANAGEMENT, L.P.

(Last) (First) (Middle)
C/O SEQUOIA CAPITAL
2800 SAND HILL ROAD, SUITE 101

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)
1. Name and Address of Reporting Person*
SEQUOIA CAPITAL U.S. VENTURE 2010-SEED FUND, L.P.

(Last) (First) (Middle)
C/O SEQUOIA CAPITAL
2800 SAND HILL ROAD, SUITE 101

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)
1. Name and Address of Reporting Person*
SC U.S. Growth IX Management, L.P.

(Last) (First) (Middle)
2800 SAND HILL ROAD, SUITE 101

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Sequoia Capital U.S. Growth Fund IX, L.P.

(Last) (First) (Middle)
2800 SAND HILL ROAD, SUITE 101

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Sequoia Capital U.S. Growth Partners Fund IX, L.P.

(Last) (First) (Middle)
2800 SAND HILL ROAD, SUITE 101

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Sequoia Capital U.S. Growth IX Principals Fund, L.P.

(Last) (First) (Middle)
2800 SAND HILL ROAD, SUITE 101

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)
Explanation of Responses:
1. SC US (TTGP), Ltd. is (i) the general partner of SC U.S. Venture 2010 Management, L.P., which is the general partner of Sequoia Capital U.S. Venture 2010-Seed Fund, L.P. (USV 2010-Seed), and (ii) the general partner of SC U.S. Growth IX Management, L.P., which is the general partner of Sequoia Capital U.S. Growth Fund IX, L.P., Sequoia Capital U.S. Growth Partners Fund IX, L.P., and Sequoia Capital U.S. Growth IX Principals Fund, L.P. (collectively "the GFIX Funds"). Each of SC US (TTGP), Ltd., SC U.S. Venture 2010 Management, L.P., and SC U.S. Growth IX Management, L.P. disclaims beneficial ownership of the shares held by USV 2010-Seed, and the GFIX Funds except to the extent of their 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 or for any other purposes.
2. The price reported in column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $16.7900 to $17.7899. The Reporting Person undertakes to provide the Issuer, any security holder of the Issuer, or the staff at the Securities and Exchange Commission, upon request, the full information regarding the number of shares purchased at each separate price within the ranges set forth above.
3. The price reported in column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $17.7900 to $18.7899. The Reporting Person undertakes to provide the Issuer, any security holder of the Issuer, or the staff at the Securities and Exchange Commission, upon request, the full information regarding the number of shares purchased at each separate price within the ranges set forth above.
4. The price reported in column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $18.7900 to $19.7899. The Reporting Person undertakes to provide the Issuer, any security holder of the Issuer, or the staff at the Securities and Exchange Commission, upon request, the full information regarding the number of shares purchased at each separate price within the ranges set forth above.
5. The price reported in column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $19.7900 to $20.6900. The Reporting Person undertakes to provide the Issuer, any security holder of the Issuer, or the staff at the Securities and Exchange Commission, upon request, the full information regarding the number of shares purchased at each separate price within the ranges set forth above.
6. The price reported in column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $19.3200 to $20.3199. The Reporting Person undertakes to provide the Issuer, any security holder of the Issuer, or the staff at the Securities and Exchange Commission, upon request, the full information regarding the number of shares purchased at each separate price within the ranges set forth above.
7. The price reported in column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $20.3200 to $21.3100. The Reporting Person undertakes to provide the Issuer, any security holder of the Issuer, or the staff at the Securities and Exchange Commission, upon request, the full information regarding the number of shares purchased at each separate price within the ranges set forth above.
8. The price reported in column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $20.0500 to $21.0499. The Reporting Person undertakes to provide the Issuer, any security holder of the Issuer, or the staff at the Securities and Exchange Commission, upon request, the full information regarding the number of shares purchased at each separate price within the ranges set forth above.
9. The price reported in column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $21.0500 to $21.1200. The Reporting Person undertakes to provide the Issuer, any security holder of the Issuer, or the staff at the Securities and Exchange Commission, upon request, the full information regarding the number of shares purchased at each separate price within the ranges set forth above.
By: /s/ Jung Yeon Son, by power of attorney for Douglas Leone, a Director of SC US (TTGP), Ltd. 02/23/2022
By: /s/ Jung Yeon Son, by power of attorney for Douglas Leone, a Director of SC US (TTGP), Ltd., the General Partner of SC U.S. Venture 2010 Management, L.P. 02/23/2022
By: /s/ Jung Yeon Son, by power of attorney for Douglas Leone, a Director of SC US (TTGP), Ltd., the General Partner of SC U.S. Venture 2010 Management, L.P., the General Partner of Sequoia Capital U.S. Venture 2010-Seed Fund, L.P. 02/23/2022
By: /s/ Jung Yeon Son, by power of attorney for Douglas Leone, a Director of SC US (TTGP), Ltd., the General Partner of SC U.S. Growth IX Management, L.P. 02/23/2022
By: /s/ Jung Yeon Son, by power of attorney for Douglas Leone, a Director of SC US (TTGP), Ltd., the General Partner of SC U.S. Growth IX Management, L.P., which is the general partner of Sequoia Capital U.S. Growth Fund IX, L.P. 02/23/2022
By: /s/ Jung Yeon Son, by power of attorney for Douglas Leone, a Director of SC US (TTGP), Ltd., the General Partner of SC U.S. Growth IX Management, L.P., which is the general partner of Sequoia Capital U.S. Growth Partners Fund IX, L.P. 02/23/2022
By: /s/ Jung Yeon Son, by power of attorney for Douglas Leone, a Director of SC US (TTGP), Ltd., the General Partner of SC U.S. Growth IX Management, L.P., which is the general partner of Sequoia Capital U.S. Growth IX Principals Fund, L.P. 02/23/2022
** Signature of Reporting Person Date
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* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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