Amplitude’s Direct listing of Class A Common Stock

Goodwin advised Morgan Stanley on the deal, while Latham & Watkins represented Amplitude.

Amplitude, Inc., a pioneer in digital optimization,  announced that, as of September 22, 2021, there were 44.2 million shares of Class A common stock outstanding and 58.5 million shares of Class B common stock outstanding (of which 0.4 million shares of Class A common stock and 1.1 million shares of Class B common stock were subject to future vesting conditions). Only shares of Class A common stock will be listed for trading on the Nasdaq Capital Market. Amplitude will provide another update regarding the conversion of shares of Class B common stock to shares of Class A common stock prior to the expected commencement of trading of Class A common stock on Nasdaq on September 28, 2021. Each outstanding share of Class B common stock is convertible, at any time, at the option of the holder, into one share of Class A common stock.

Amplitude also announced that, as of September 22, 2021, it had a fully diluted capitalization of 129.5 million shares of common stock. Excluding shares that are issuable with respect to outstanding options and restricted stock units that have been granted but have not yet vested or satisfied the service-based vesting condition per their terms, the fully diluted share count is 114.0 million. Both measures are calculated on a treasury stock method basis with respect to all common and preferred shares assuming a hypothetical per-share price of $32.02, the price of the Company’s series F preferred stock offering.  This measure also does not include shares of Class A common stock reserved for future issuance pursuant to future grants under Amplitude’s 2021 Incentive Award Plan and Employee Stock Purchase Plan. 

Amplitude is a pioneer in digital optimization. It has more than 1,200 paying customers, including 26 of the Fortune 100.

The Goodwin team was led by Brad Weber (Picture), Erica Kassman, Griffin Drake, Colette Gulick, and Fiona Gaul.

The Latham deal team was led by Bay Area partners Tad Freese and Kathleen Wells, Los Angeles/New York partner Greg Rodgers, and Bay Area associate Richard Kim, with Bay Area corporate attorney Karen Eberle and Bay Area associates Casey Tong and Josh Landis. Advice was also provided on benefits & compensation matters by Bay Area partner Ashley Wagner; on tax matters by Bay Area partner Grace Lee, with Bay Area associate Derek Gumm; on data & technology transactions matters by Bay Area partner JD Marple, with Bay Area associate Amy Dippolito; on data privacy & security matters by Bay Area counsel Heather Deixler; on export controls & customs matters by Washington, D.C. partner Eric Volkman, with Washington, D.C. associate Elizabeth Annis; and on FCPA matters by Washington, D.C. partner Erin Brown Jones, with Washington, D.C. associate Christopher D’Agostino.

Involved fees earner: Griffin Drake – Goodwin Procter; Fiona Gaul – Goodwin Procter; Erica Kassman – Goodwin Procter; Bradley Weber – Goodwin Procter; Elizabeth Annis – Latham & Watkins; Erin Brown Jones – Latham & Watkins; Christopher D’Agostino – Latham & Watkins; Heather Deixler – Latham & Watkins; Amy Elizabeth Dippolito – Latham & Watkins; Karen Eberle – Latham & Watkins; Tad Freese – Latham & Watkins; Derek Gumm – Latham & Watkins; Richard Kim – Latham & Watkins; Joshua Landis – Latham & Watkins; Grace Lee – Latham & Watkins; JD Marple – Latham & Watkins; Gregory Rodgers – Latham & Watkins; Casey Tong – Latham & Watkins; Eric Volkman – Latham & Watkins; Ashley Wagner – Latham & Watkins; Kathleen Wells – Latham & Watkins;

Law Firms: Goodwin Procter; Latham & Watkins;

Clients: Amplitude; Morgan Stanley;

Martina Bellini

Author: Martina Bellini