4//SEC Filing
Benchmark Capital Management Co. VIII, L.L.C. 4
Accession 0001104659-21-121453
CIK 0001866692other
Filed
Sep 29, 8:00 PM ET
Accepted
Sep 30, 8:27 PM ET
Size
22.5 KB
Accession
0001104659-21-121453
Insider Transaction Report
Form 4
Amplitude, Inc.AMPL
Transactions
- Conversion
Class A Common Stock
2021-09-28+1,473,570→ 2,000,000 total(indirect: See footnote) - Sale
Class A Common Stock
2021-09-28$54.20/sh−200,000$10,840,520→ 526,430 total(indirect: See footnote) - Other
Class A Common Stock
2021-09-28−2,000,000→ 0 total(indirect: See footnote) - Sale
Class A Common Stock
2021-09-28$50.00/sh−600,000$30,000,000→ 926,430 total(indirect: See footnote) - Sale
Class A Common Stock
2021-09-28$53.28/sh−200,000$10,655,260→ 726,430 total(indirect: See footnote) - Conversion
Class B Common Stock
2021-09-28−1,473,570→ 12,264,298 total(indirect: See footnote)→ Class A Common Stock (1,473,570 underlying)
Footnotes (6)
- [F1]Shares are held directly by Benchmark Capital Partners VIII, L.P. ("BCP VIII") for itself and as nominee for Benchmark Founders' Fund VIII, L.P. ("BFF VIII") and Benchmark Founders' Fund VIII-B, L.P. ("BFF VIII-B"). Benchmark Capital Management Co. VIII, L.L.C. ("BCMC VIII"), the general partner of BCP VIII, BFF VIII and BFF VIII-B, may be deemed to have sole voting and dispositive power over the securities. Eric Vishria, a member of the Issuer's board of directors, Matthew R. Cohler, Peter H. Fenton, J. William Gurley, An-Yen Hu, Mitchell H. Lasky, Chetan Puttagunta, Steven M. Spurlock and Sarah E. Tavel are the managing members of BCMC VIII, and each of them may be deemed to share voting and dispositive power over the securities held by such entities. Each such person and entity disclaims the existence of a "group" and disclaims beneficial ownership of the securities, except to the extent of such person's or entity's pecuniary interest in such securities.
- [F2]Represents the weighted-average sale price per share of a series of transactions, all of which were executed on September 28, 2021. The actual sale prices ranged from a low of $53 to a high of $53.85, inclusive. Each Reporting Person undertakes to provide upon request of the SEC Staff, Amplitude, Inc. or any security holder of Amplitude, Inc. full information regarding the number of shares sold at each price within the range. The amount reflected has been rounded to 4 decimal points.
- [F3]Represents the weighted-average sale price per share of a series of transactions, all of which were executed on September 28, 2021. The actual sale prices ranged from a low of $54.01 to a high of $54.68, inclusive. Each Reporting Person undertakes to provide upon request of the SEC Staff, Amplitude, Inc. or any security holder of Amplitude, Inc. full information regarding the number of shares sold at each price within the range. The amount reflected has been rounded to 4 decimal points.
- [F4]Conversion of a derivative security in accordance of its terms.
- [F5]Represents a pro-rata, in-kind distribution by BCP VIII and its affiliated funds, not for additional consideration, to BCMC VIII and its respective members and assignees.
- [F6]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).
Documents
Issuer
Amplitude, Inc.
CIK 0001866692
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001593049
Filing Metadata
- Form type
- 4
- Filed
- Sep 29, 8:00 PM ET
- Accepted
- Sep 30, 8:27 PM ET
- Size
- 22.5 KB