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SCHEDULE 13D/A 0001193125-22-217407 0001607841 XXXXXXXX LIVE 5 Class A Common Stock, par value $0.00001 per share 02/20/2025 false 0001866692 03213A104 Amplitude, Inc. 201 Third Street Suite 200 San Francisco CA 94103 Roelof Botha (650) 854-3927 2800 Sand Hill Road Suite 101 Menlo Park CA 94025 Y SEQUOIA CAPITAL GLOBAL GROWTH FUND III - ENDURANCE PARTNERS, L.P. ("SC GGF III") OO N E9 0 2554932 0 2554932 2554932 N 2.6 PN Y SEQUOIA CAPITAL U.S. GROWTH FUND VIII, L.P. ("SEQUOIA CAPITAL U.S. GROWTH FUND VIII") OO N E9 0 4869459 0 4869459 4869459 N 4.8 PN Y SEQUOIA CAPITAL U.S. VENTURE 2010 -SEED FUND, L.P. ("USV 2010 -SEED") OO N DE 0 235201 0 235201 235201 N 0.2 PN Y SEQUOIA CAPITAL U.S. GROWTH FUND IX, L.P. ("SEQUOIA CAPITAL U.S. GROWTH FUND IX") OO N E9 0 2225077 0 2225077 2225077 N 2.3 PN Y SEQUOIA CAPITAL U.S. GROWTH PARTNERS FUND IX, L.P. ("SEQUOIA CAPITAL U.S. GROWTH PARTNERS FUND IX") OO N E9 0 95885 0 95885 95885 N 0.1 PN Y SEQUOIA CAPITAL U.S. GROWTH IX PRINCIPALS FUND, L.P. ("SEQUOIA CAPITAL U.S. GROWTH IX PRINCIPALS FUND") OO N E9 0 242788 0 242788 242788 N 0.3 PN Y SCGGF III -ENDURANCE PARTNERS MANAGEMENT, L.P. ("SCGGF III-ENDURANCE PARTNERS MANAGEMENT") OO N E9 0 2554932 0 2554932 2554932 N 2.6 PN Y SC U.S. GROWTH VIII MANAGEMENT, L.P. ("SC U.S. GROWTH VIII MANAGEMENT") OO N E9 0 4869459 0 4869459 4869459 N 4.8 PN Y SC U.S. VENTURE 2010 MANAGEMENT, L.P. ("USV 2010 MANAGEMENT") OO N E9 0 235201 0 235201 235201 N 0.2 PN Y SC U.S. GROWTH IX MANAGEMENT, L.P. ("SC U.S. GROWTH IX MANAGEMENT") OO N E9 0 2563750 0 2563750 2563750 N 2.7 PN 0001607841 N SC US (TTGP), LTD. ("SC US (TTGP)") OO N E9 0 10223342 0 10223342 10223342 N 9.9 OO Y DOUGLAS LEONE ("DL") OO N X1 0 2554932 0 2554932 2554932 N 2.6 IN Y ROELOF BOTHA ("RB") OO N X1 0 2554932 0 2554932 2554932 N 2.6 IN Class A Common Stock, par value $0.00001 per share Amplitude, Inc. 201 Third Street Suite 200 San Francisco CA 94103 Except as set forth in this Amendment No. 5, the initial Schedule 13D filed on March 7, 2022, as amended by Amendment No. 1 thereto on May 2, 2022, Amendment No. 2 thereto on August 10, 2022, Amendment No. 3 thereto on February 22, 2023 and Amendment No. 4 thereto filed on November 14, 2023 (collectively, the "Original 13D") remains in effect, and capitalized terms used herein but not defined herein have such respective meanings, as defined in such Original 13D. The information set forth in response to the Item below shall be deemed to be a response to all Items where such information is relevant. The information set forth in the Exhibits to the Original 13D is expressly incorporated herein by reference and the response to each Item of this Statement is qualified in its entirety by the provisions of such Exhibits. This Amendment No. 5 is being filed solely due to a change in the aggregate number of securities of the Issuer outstanding. The aggregate number of Class A Common Stock and Class B Common Stock and the percentage of total outstanding Class A Common Stock beneficially owned by the Reporting Persons is set forth below. References to percentage ownerships of Class A Common Stock in this Statement are based upon the 96,317,761 shares of Class A Common Stock stated to be outstanding as of February 13, 2025, as reported in the Company's 10-K filed with the Securities and Exchange Commission on February 20, 2025. The Reporting Persons may be deemed to beneficially own an aggregate of 2,798,951 shares of Class A Common Stock and 7,424,391 shares of Class B Common Stock, which constitutes approximately 9.9% of the Company's Class A Common Stock, calculated in accordance with Rule 13d-3 under the Act. The filing of this Statement shall not be construed as an admission that a Reporting Person beneficially owns those shares held by any other Reporting Person. SC GGF III beneficially owns 2,554,932 shares of Class B Common Stock, which represents approximately 2.6% of the outstanding Class A Common Stock calculated in accordance with the requirements of Rule 13d-3 under the Act. RB and DL are the managing members of SC GGF III. RB and DL disclaim beneficial ownerships of all such shares except to the extent of their individual pecuniary interest therein. Sequoia Capital U.S. Growth Fund VIII beneficially owns 4,869,459 shares of Class B Common Stock, which represents approximately 4.8% of the outstanding Class A Common Stock calculated in accordance with the requirements of Rule 13d-3 under the Act. USV 2010-SEED beneficially owns 235,201 shares of Class A Common Stock, which represents approximately 0.2% of the outstanding Class A Common Stock calculated in accordance with the requirements of Rule 13d-3 under the Act. Sequoia Capital U.S. Growth Fund IX beneficially owns 2,225,077 shares of Class A Common Stock, which represents approximately 2.3% of the outstanding Class A Common Stock calculated in accordance with the requirements of Rule 13d-3 under the Act. Sequoia Capital U.S. Growth Partners Fund IX beneficially owns 95,885 shares of Class A Common Stock, which represents approximately 0.1% of the outstanding Class A Common Stock calculated in accordance with the requirements of Rule 13d-3 under the Act. Sequoia Capital U.S. Growth IX Principals Fund beneficially owns 242,788 shares of Class A Common Stock, which represents approximately 0.3% of the outstanding Class A Common Stock calculated in accordance with the requirements of Rule 13d-3 under the Act. SC GGF III Management, as the general partner of SC GGF III, may be deemed to beneficially own an aggregate of 2,554,932 shares of Class B Common Stock, which represents approximately 2.6% of the outstanding Class A Common Stock calculated in accordance with the requirements of Rule 13d-3 under the Act. SC U.S. Growth VIII Management, as the general partner of Sequoia Capital U.S. Growth Fund VIII, may be deemed to beneficially own an aggregate of 4,869,459 shares of Class B Common Stock, which represents approximately 4.8% of the outstanding Class A Common Stock calculated in accordance with the requirements of Rule 13d-3 under the Act. USV 2010 Management, as the general partner of USV 2010-SEED, may be deemed to beneficially own an aggregate of 235,201 shares of Class A Common Stock, which represents approximately 0.2% of the outstanding Class A Common Stock calculated in accordance with the requirements of Rule 13d-3 under the Act. SC U.S. Growth IX Management, as the general partner of each of Sequoia Capital U.S. Growth Fund IX, Sequoia Capital U.S. Growth Partners Fund IX and Sequoia Capital U.S. Growth IX Principals Fund, may be deemed to beneficially own an aggregate of 2,563,750 shares of Class A Common Stock, which represents approximately 2.7% of the outstanding Class A Common Stock calculated in accordance with the requirements of Rule 13d-3 under the Act. SC US (TTGP), as the general partner of each of SC GGF III Management, SC U.S. Growth VIII Management, USV 2010 Management and SC U.S. Growth IX Management, may be deemed to beneficially own an aggregate of an aggregate of 2,798,951 shares of Class A Common Stock and 7,424,391 shares of Class B Common Stock, which represents approximately 9.9% of the outstanding Class A Common Stock calculated in accordance with the requirements of Rule 13d-3 under the Act. By virtue of the relationship described herein, the Reporting Persons may be deemed to constitute a "group" for purposes of Rule 13(d)(3) of the Act. Each Reporting Person expressly disclaims beneficial ownership of any securities reported herein except to the extent such Reporting Person actually exercises voting or dispositive power with respect to such securities. The number of Class A Common Stock and Class B Common Stock as to which each of the Reporting Persons has sole or shared power to vote, direct the vote, dispose or direct the disposition are as set forth in rows seven through ten of the cover pages hereof. The information set forth in Item 2 is hereby incorporated by reference into this Item 5(b). Except as described in Item 3 above and in this Item 5(c), the Reporting Persons have not effected any transactions in the Class A Common Stock and Class B Common Stock during the past 60 days. No person other than the Reporting Persons is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Class A Common Stock beneficially owned by the Reporting Persons. Not applicable. SEQUOIA CAPITAL GLOBAL GROWTH FUND III - ENDURANCE PARTNERS, L.P. ("SC GGF III") Roelof Botha Roelof Botha, Director 02/25/2025 SEQUOIA CAPITAL U.S. GROWTH FUND VIII, L.P. ("SEQUOIA CAPITAL U.S. GROWTH FUND VIII") Roelof Botha Roelof Botha, Director 02/25/2025 SEQUOIA CAPITAL U.S. VENTURE 2010 -SEED FUND, L.P. ("USV 2010 -SEED") Roelof Botha Roelof Botha, Director 02/25/2025 SEQUOIA CAPITAL U.S. GROWTH FUND IX, L.P. ("SEQUOIA CAPITAL U.S. GROWTH FUND IX") Roelof Botha Roelof Botha, Director 02/25/2025 SEQUOIA CAPITAL U.S. GROWTH PARTNERS FUND IX, L.P. ("SEQUOIA CAPITAL U.S. GROWTH PARTNERS FUND IX") Roelof Botha Roelof Botha, Director 02/25/2025 SEQUOIA CAPITAL U.S. GROWTH IX PRINCIPALS FUND, L.P. ("SEQUOIA CAPITAL U.S. GROWTH IX PRINCIPALS FUND") Roelof Botha Roelof Botha, Director 02/25/2025 SCGGF III -ENDURANCE PARTNERS MANAGEMENT, L.P. ("SCGGF III-ENDURANCE PARTNERS MANAGEMENT") Roelof Botha Roelof Botha, Director 02/25/2025 SC U.S. GROWTH VIII MANAGEMENT, L.P. ("SC U.S. GROWTH VIII MANAGEMENT") Roelof Botha Roelof Botha, Director 02/25/2025 SC U.S. VENTURE 2010 MANAGEMENT, L.P. ("USV 2010 MANAGEMENT") Roelof Botha Roelof Botha, Director 02/25/2025 SC U.S. GROWTH IX MANAGEMENT, L.P. ("SC U.S. GROWTH IX MANAGEMENT") Roelof Botha Roelof Botha, Director 02/25/2025 SC US (TTGP), LTD. ("SC US (TTGP)") Roelof Botha Roelof Botha, Director 02/25/2025 DOUGLAS LEONE ("DL") Douglas Leone Douglas Leone 02/25/2025 ROELOF BOTHA ("RB") Roelof Botha Roelof Botha 02/25/2025