<SEC-DOCUMENT>0000899243-21-036826.txt : 20210921
<SEC-HEADER>0000899243-21-036826.hdr.sgml : 20210921
<ACCEPTANCE-DATETIME>20210921180038
ACCESSION NUMBER:		0000899243-21-036826
CONFORMED SUBMISSION TYPE:	3
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20210921
FILED AS OF DATE:		20210921
DATE AS OF CHANGE:		20210921

REPORTING-OWNER:	

	OWNER DATA:	
		COMPANY CONFORMED NAME:			Schultz Erica
		CENTRAL INDEX KEY:			0001542687

	FILING VALUES:
		FORM TYPE:		3
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-40817
		FILM NUMBER:		211267385

	MAIL ADDRESS:	
		STREET 1:		C/O NEW RELIC, INC.
		STREET 2:		188 SPEAR STREET, STE. 1200
		CITY:			SAN FRANCISCO
		STATE:			CA
		ZIP:			94105

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
</SEC-HEADER>
<DOCUMENT>
<TYPE>3
<SEQUENCE>1
<FILENAME>doc3.xml
<DESCRIPTION>FORM 3 SUBMISSION
<TEXT>
<XML>
<?xml version="1.0"?>
<ownershipDocument>

    <schemaVersion>X0206</schemaVersion>

    <documentType>3</documentType>

    <periodOfReport>2021-09-21</periodOfReport>

    <noSecuritiesOwned>0</noSecuritiesOwned>

    <issuer>
        <issuerCik>0001866692</issuerCik>
        <issuerName>Amplitude, Inc.</issuerName>
        <issuerTradingSymbol>AMPL</issuerTradingSymbol>
    </issuer>

    <reportingOwner>
        <reportingOwnerId>
            <rptOwnerCik>0001542687</rptOwnerCik>
            <rptOwnerName>Schultz Erica</rptOwnerName>
        </reportingOwnerId>
        <reportingOwnerAddress>
            <rptOwnerStreet1>C/O AMPLITUDE, INC.</rptOwnerStreet1>
            <rptOwnerStreet2>201 THIRD ST., SUITE 200</rptOwnerStreet2>
            <rptOwnerCity>SAN FRANCISCO</rptOwnerCity>
            <rptOwnerState>CA</rptOwnerState>
            <rptOwnerZipCode>94103</rptOwnerZipCode>
            <rptOwnerStateDescription></rptOwnerStateDescription>
        </reportingOwnerAddress>
        <reportingOwnerRelationship>
            <isDirector>1</isDirector>
            <isOfficer>0</isOfficer>
            <isTenPercentOwner>0</isTenPercentOwner>
            <isOther>0</isOther>
        </reportingOwnerRelationship>
    </reportingOwner>

    <derivativeTable>
        <derivativeHolding>
            <securityTitle>
                <value>Class B Common Stock</value>
            </securityTitle>
            <conversionOrExercisePrice>
                <value>0.00</value>
            </conversionOrExercisePrice>
            <exerciseDate>
                <footnoteId id="F1"/>
            </exerciseDate>
            <expirationDate>
                <footnoteId id="F1"/>
            </expirationDate>
            <underlyingSecurity>
                <underlyingSecurityTitle>
                    <value>Class A Common Stock</value>
                </underlyingSecurityTitle>
                <underlyingSecurityShares>
                    <value>100000</value>
                </underlyingSecurityShares>
            </underlyingSecurity>
            <ownershipNature>
                <directOrIndirectOwnership>
                    <value>D</value>
                </directOrIndirectOwnership>
            </ownershipNature>
        </derivativeHolding>
        <derivativeHolding>
            <securityTitle>
                <value>Stock Option (Right to Buy)</value>
            </securityTitle>
            <conversionOrExercisePrice>
                <value>4.19</value>
            </conversionOrExercisePrice>
            <exerciseDate>
                <footnoteId id="F2"/>
            </exerciseDate>
            <expirationDate>
                <value>2030-12-16</value>
            </expirationDate>
            <underlyingSecurity>
                <underlyingSecurityTitle>
                    <value>Class A Common Stock</value>
                </underlyingSecurityTitle>
                <underlyingSecurityShares>
                    <value>76000</value>
                </underlyingSecurityShares>
            </underlyingSecurity>
            <ownershipNature>
                <directOrIndirectOwnership>
                    <value>D</value>
                </directOrIndirectOwnership>
            </ownershipNature>
        </derivativeHolding>
        <derivativeHolding>
            <securityTitle>
                <value>Stock Option (Right to Buy)</value>
            </securityTitle>
            <conversionOrExercisePrice>
                <value>5.32</value>
            </conversionOrExercisePrice>
            <exerciseDate>
                <footnoteId id="F2"/>
            </exerciseDate>
            <expirationDate>
                <value>2031-03-29</value>
            </expirationDate>
            <underlyingSecurity>
                <underlyingSecurityTitle>
                    <value>Class A Common Stock</value>
                </underlyingSecurityTitle>
                <underlyingSecurityShares>
                    <value>36000</value>
                </underlyingSecurityShares>
            </underlyingSecurity>
            <ownershipNature>
                <directOrIndirectOwnership>
                    <value>D</value>
                </directOrIndirectOwnership>
            </ownershipNature>
        </derivativeHolding>
    </derivativeTable>

    <footnotes>
        <footnote id="F1">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).</footnote>
        <footnote id="F2">The option is early exercisable.  1/48th of the shares subject to the option vest on each monthly anniversary measured from December 10, 2020 (the &quot;Vesting Commencement Date&quot;), such that 100% of the shares subject to the option will be fully vested on the fourth anniversary of the Vesting Commencement Date.</footnote>
    </footnotes>

    <remarks>Exhibit 24.1 - Power of Attorney</remarks>

    <ownerSignature>
        <signatureName>/s/ Hoang Vuong, as Attorney-in-Fact for Erica Schultz</signatureName>
        <signatureDate>2021-09-21</signatureDate>
    </ownerSignature>
</ownershipDocument>
</XML>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-24.1
<SEQUENCE>2
<FILENAME>attachment1.htm
<DESCRIPTION>EX-24.1 DOCUMENT
<TEXT>
<HTML>
<HEAD>
</HEAD>
<BODY>
<PRE>
                               POWER OF ATTORNEY

      Know all by these presents, that the undersigned hereby constitutes and
appoints each of (i) the Chief Executive Officer of Amplitude, Inc., a Delaware
corporation (the "Company"), who is currently Spenser Skates, (ii) the Company's
Chief Financial Officer, who is currently Hoang Vuong and (iii) the Company's
General Counsel, who is currently Elizabeth Fisher, and their respective
successors, signing singly, with full power of substitution, as the
undersigned's true and lawful attorney-in-fact to:

      (1)   execute for and on behalf of the undersigned, in the undersigned's
            capacity as an officer and/or director of the Company, Forms 3, 4
            and 5 (including amendments thereto) in accordance with Section
            16(a) of the Securities Exchange Act of 1934 and the rules and
            regulations thereunder and a Form ID, Uniform Application for Access
            Codes to File on EDGAR;

      (2)   do and perform any and all acts for and on behalf of the undersigned
            which may be necessary or desirable to complete and execute any such
            Forms 3, 4 or 5 or Form ID and timely file such forms (including
            amendments thereto) and application with the United States
            Securities and Exchange Commission and any stock exchange or similar
            authority; and

      (3)   take any other action of any type whatsoever in connection with the
            foregoing which, in the opinion of such attorney-in-fact, may be of
            benefit to, in the best interest of, or legally required by, the
            undersigned, it being understood that the documents executed by such
            attorney-in-fact on behalf of the undersigned pursuant to this Power
            of Attorney shall be in such form and shall contain such terms and
            conditions as such attorney-in-fact may approve in such attorney-in-
            fact's discretion.

      The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this power of attorney and the rights and powers herein
granted.  The undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the undersigned, are not assuming,
nor is the Company assuming, any of the undersigned's responsibilities to comply
with Section 16 of the Securities Exchange Act of 1934.

      The undersigned agrees that each such attorney-in-fact herein may rely
entirely on information furnished orally or in writing by the undersigned to
such attorney-in-fact.  The undersigned also agrees to indemnify and hold
harmless the Company and each such attorney-in-fact against any losses, claims,
damages or liabilities (or actions in these respects) that arise out of or are
based upon any untrue statements or omission of necessary facts in the
information provided by the undersigned to such attorney-in fact for purposes of
executing, acknowledging, delivering or filing Forms 3, 4 or 5 (including
amendments thereto) or Form ID and agrees to reimburse the Company and such
attorney-in-fact for any legal or other expenses reasonably incurred in
connection with investigating or defending against any such loss, claim, damage,
liability or action.

      This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4 or 5 with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier (a) revoked by the undersigned in a signed writing delivered to
the foregoing attorneys-in-fact or (b) superseded by a new power of attorney
regarding the purposes outlined in the first paragraph hereof dated as of a
later date.


IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 16th day of August, 2021.


                                        /s/ Erica Schultz
                                        --------------------------------------
                                        Erica Schultz

</PRE>
</BODY>
</HTML>
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
