0001209191-22-028305.txt : 20220511 0001209191-22-028305.hdr.sgml : 20220511 20220511162657 ACCESSION NUMBER: 0001209191-22-028305 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20220509 FILED AS OF DATE: 20220511 DATE AS OF CHANGE: 20220511 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: FLEISCHER RUSSELL L CENTRAL INDEX KEY: 0001108424 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40817 FILM NUMBER: 22914149 MAIL ADDRESS: STREET 1: 2180 RUTHERFORD ROAD CITY: CARLSBAD STATE: CA ZIP: 92008 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: TOBIN SCOTT R CENTRAL INDEX KEY: 0001199926 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40817 FILM NUMBER: 22914145 MAIL ADDRESS: STREET 1: ONE MARINA PARK DRIVE STREET 2: SUITE 1100 CITY: BOSTON STATE: MA ZIP: 02210 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BROWN MICHAEL MAURICE CENTRAL INDEX KEY: 0001354614 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40817 FILM NUMBER: 22914151 MAIL ADDRESS: STREET 1: ONE MARINA PARK DRIVE STREET 2: SUITE 1100 CITY: BOSTON STATE: MA ZIP: 02210 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Lee Roger H CENTRAL INDEX KEY: 0001404868 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40817 FILM NUMBER: 22914148 MAIL ADDRESS: STREET 1: ONE MARINA PARK DRIVE STREET 2: SUITE 1100 CITY: BOSTON STATE: MA ZIP: 02210 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Thakker Dharmesh CENTRAL INDEX KEY: 0001869544 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40817 FILM NUMBER: 22914146 MAIL ADDRESS: STREET 1: ONE MARINA PARK DRIVE, SUITE 1100 CITY: BOSTON STATE: MA ZIP: 02210 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Feldman Jesse CENTRAL INDEX KEY: 0001568322 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40817 FILM NUMBER: 22914150 MAIL ADDRESS: STREET 1: ONE MARINA PARK DRIVE STREET 2: SUITE 1100 CITY: BOSTON STATE: MA ZIP: 02210 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Stoner Chelsea R. CENTRAL INDEX KEY: 0001741527 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40817 FILM NUMBER: 22914147 MAIL ADDRESS: STREET 1: C/O AVALARA, INC. STREET 2: 255 SOUTH KING ST., SUITE 1800 CITY: SEATTLE STATE: WA ZIP: 98104 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Battery Management Corp. CENTRAL INDEX KEY: 0001548594 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40817 FILM NUMBER: 22914152 BUSINESS ADDRESS: STREET 1: ONE MARINA PARK DRIVE, SUITE 1100 CITY: BOSTON STATE: MA ZIP: 02210 BUSINESS PHONE: 617-948-3600 MAIL ADDRESS: STREET 1: ONE MARINA PARK DRIVE, SUITE 1100 CITY: BOSTON STATE: MA ZIP: 02210 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Amplitude, Inc. CENTRAL INDEX KEY: 0001866692 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 201 THIRD STREET, SUITE 200 CITY: SAN FRANCISCO STATE: CA ZIP: 94103 BUSINESS PHONE: 510 473-5668 MAIL ADDRESS: STREET 1: 201 THIRD STREET, SUITE 200 CITY: SAN FRANCISCO STATE: CA ZIP: 94103 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2022-05-09 0 0001866692 Amplitude, Inc. AMPL 0001548594 Battery Management Corp. ONE MARINA PARK DRIVE, SUITE 1100 BOSTON MA 02210 0 0 1 0 0001354614 BROWN MICHAEL MAURICE ONE MARINA PARK DRIVE, SUITE 1100 BOSTON MA 02210 0 0 1 0 0001568322 Feldman Jesse ONE MARINA PARK DRIVE, SUITE 1100 BOSTON MA 02210 0 0 1 0 0001108424 FLEISCHER RUSSELL L ONE MARINA PARK DRIVE, SUITE 1100 BOSTON MA 02210 0 0 1 0 0001404868 Lee Roger H ONE MARINA PARK DRIVE, SUITE 1100 BOSTON MA 02210 0 0 1 0 0001741527 Stoner Chelsea R. ONE MARINA PARK DRIVE, SUITE 1100 BOSTON MA 02210 0 0 1 0 0001869544 Thakker Dharmesh ONE MARINA PARK DRIVE, SUITE 1100 BOSTON MA 02210 0 0 1 0 0001199926 TOBIN SCOTT R ONE MARINA PARK DRIVE, SUITE 1100 BOSTON MA 02210 0 0 1 0 Class A Common Stock 2022-05-09 4 C 0 90000 0.00 A 109373 I By Battery Investment Partners XI, LLC Class A Common Stock 2022-05-09 4 C 0 1941905 0.00 A 2359937 I By Battery Ventures XI-A, L.P. Class A Common Stock 2022-05-09 4 C 0 513095 0.00 A 623549 I By Battery Ventures XI-B, L.P. Class A Common Stock 2022-05-09 4 C 0 2017519 0.00 A 2451829 I By Battery Ventures XI-A Side Fund, L.P. Class A Common Stock 2022-05-09 4 C 0 437481 0.00 A 531657 I By Battery Ventures XI-B Side Fund, L.P. Class A Common Stock 25544 D Class A Common Stock 8742 I By Trust Class A Common Stock 29930 D Class A Common Stock 3192 I By Trust Class A Common Stock 39152 D Class A Common Stock 68574 I By Trust Class A Common Stock 64697 I By Trust Class A Common Stock 39152 I By Trust Class A Common Stock 23604 D Class B Common Stock 2022-05-09 4 C 0 90000 0.00 D Class A Common Stock 90000 81206 I By Battery Investment Partners XI, LLC Class B Common Stock 2022-05-09 4 C 0 1941905 0.00 D Class A Common Stock 1941905 1752173 I By Battery Ventures XI-A, L.P. Class B Common Stock 2022-05-09 4 C 0 513095 0.00 D Class A Common Stock 513095 462963 I By Battery Ventures XI-B, L.P. Class B Common Stock 2022-05-09 4 C 0 2017519 0.00 D Class A Common Stock 2017519 1820400 I By Battery Ventures XI-A Side Fund, L.P. Class B Common Stock 2022-05-09 4 C 0 437481 0.00 D Class A Common Stock 437481 394738 I By Battery Ventures XI-B Side Fund, L.P. Class B Common Stock Class A Common Stock 35713 35713 I By Battery Investment Partners Select Fund I, L.P. Class B Common Stock Class A Common Stock 361099 361099 I By Battery Ventures Select Fund I, L.P. These shares of Class B common stock were converted on a one-for-one basis into Class A common stock. 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. 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. 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. 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. 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. 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. 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. 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. Shares are held by Michael M. Brown. 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. Shares are held by Jesse Feldman. 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. Shares are held by Russell Fleischer. 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. 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. 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. Shares are held by Scott R. Tobin. 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). 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. 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. 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. /s/ Christopher Schiavo, as Attorney-in-Fact for Battery Management Corp. 2022-05-11 /s/ Christopher Schiavo, as Attorney-in-Fact for Michael M. Brown 2022-05-11 /s/ Christopher Schiavo, as Attorney-in-Fact for Jesse Feldman 2022-05-11 /s/ Christopher Schiavo, as Attorney-in-Fact for Russell L. Fleischer 2022-05-11 /s/ Christopher Schiavo, as Attorney-in-Fact for Roger H. Lee 2022-05-11 /s/ Christopher Schiavo, as Attorney-in-Fact for Chelsea Stoner 2022-05-11 /s/ Christopher Schiavo, as Attorney-in-Fact for Dharmesh Thakker 2022-05-11 /s/ Christopher Schiavo, as Attorney-in-Fact for Scott R. Tobin 2022-05-11