Large owner Kkr Denali Holdings L.P. converted options into 5,205,489 shares, sold $1,634,860,909 worth of shares (5,274,246 units at $309.97) and disposed of 68,037 shares (SEC Form 4)

11/25/24 4:30:15 PM ET

$APP

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SEC FORM 4 SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

KKR Denali Holdings L.P.

(Last)

(First)

(Middle)

30 HUDSON YARDS

(Street)

NEW YORK

10001

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
AppLovin Corp [ APP ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
11/21/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	11/21/2024		C⁽¹⁾		5,205,489	A	⁽¹⁾	5,342,283	I	See footnotes⁽²⁾⁽³⁾
Class A Common Stock	11/21/2024		S		3,774,246	D	$305.57	1,568,037	I	See footnotes⁽²⁾⁽³⁾
Class A Common Stock	11/21/2024		S		2,000	D	$309.001⁽⁴⁾	1,566,037	I	See footnotes⁽²⁾⁽³⁾
Class A Common Stock	11/21/2024		S		5,410	D	$310.1575⁽⁵⁾	1,560,627	I	See footnotes⁽²⁾⁽³⁾
Class A Common Stock	11/21/2024		S		4,897	D	$311.8395⁽⁶⁾	1,555,730	I	See footnotes⁽²⁾⁽³⁾
Class A Common Stock	11/21/2024		S		5,122	D	$312.8281⁽⁷⁾	1,550,608	I	See footnotes⁽²⁾⁽³⁾
Class A Common Stock	11/21/2024		S		6,900	D	$313.8212⁽⁸⁾	1,543,708	I	See footnotes⁽²⁾⁽³⁾
Class A Common Stock	11/21/2024		S		23,291	D	$315.0444⁽⁹⁾	1,520,417	I	See footnotes⁽²⁾⁽³⁾
Class A Common Stock	11/21/2024		S		71,838	D	$315.6889⁽¹⁰⁾	1,448,579	I	See footnotes⁽²⁾⁽³⁾
Class A Common Stock	11/21/2024		S		113,953	D	$316.8924⁽¹¹⁾	1,334,626	I	See footnotes⁽²⁾⁽³⁾
Class A Common Stock	11/21/2024		S		120,493	D	$317.8428⁽¹²⁾	1,214,133	I	See footnotes⁽²⁾⁽³⁾
Class A Common Stock	11/21/2024		S		212,136	D	$318.7972⁽¹³⁾	1,001,997	I	See footnotes⁽²⁾⁽³⁾
Class A Common Stock	11/21/2024		S		164,923	D	$319.8089⁽¹⁴⁾	837,074	I	See footnotes⁽²⁾⁽³⁾
Class A Common Stock	11/21/2024		S		75,952	D	$321.0192⁽¹⁵⁾	761,122	I	See footnotes⁽²⁾⁽³⁾
Class A Common Stock	11/21/2024		S		53,121	D	$321.9088⁽¹⁶⁾	708,001	I	See footnotes⁽²⁾⁽³⁾
Class A Common Stock	11/21/2024		S		104,577	D	$322.9805⁽¹⁷⁾	603,424	I	See footnotes⁽²⁾⁽³⁾
Class A Common Stock	11/21/2024		S		217,168	D	$323.9004⁽¹⁸⁾	386,256	I	See footnotes⁽²⁾⁽³⁾
Class A Common Stock	11/21/2024		S		178,893	D	$324.9386⁽¹⁹⁾	207,363	I	See footnotes⁽²⁾⁽³⁾
Class A Common Stock	11/21/2024		S		98,528	D	$325.8405⁽²⁰⁾	108,835	I	See footnotes⁽²⁾⁽³⁾
Class A Common Stock	11/21/2024		S		34,757	D	$326.9238⁽²¹⁾	74,078	I	See footnotes⁽²⁾⁽³⁾
Class A Common Stock	11/21/2024		S		5,841	D	$327.8824⁽²²⁾	68,237	I	See footnotes⁽²⁾⁽³⁾
Class A Common Stock	11/21/2024		S		200	D	$329.06⁽²³⁾	68,037	I	See footnotes⁽²⁾⁽³⁾
Class A Common Stock	11/21/2024		J⁽²⁴⁾		68,037	D	$0	0	I	See footnotes⁽²⁾⁽³⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B Common Stock	⁽²⁵⁾	11/21/2024		C⁽¹⁾			5,205,489	⁽²⁵⁾	⁽²⁵⁾	Class A Common Stock	5,205,489	$0	0	I	See footnotes⁽²⁾⁽³⁾

1. Name and Address of Reporting Person^*

KKR Denali Holdings L.P.

(Last)

(First)

(Middle)

30 HUDSON YARDS

(Street)

NEW YORK

10001

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

KKR Denali Holdings GP LLC

(Last)

(First)

(Middle)

30 HUDSON YARDS

(Street)

NEW YORK

10001

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

KKR Americas Fund XII L.P.

(Last)

(First)

(Middle)

30 HUDSON YARDS

(Street)

NEW YORK

10001

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

KKR Associates Americas XII L.P.

(Last)

(First)

(Middle)

30 HUDSON YARDS

(Street)

NEW YORK

10001

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

KKR Americas XII Ltd

(Last)

(First)

(Middle)

30 HUDSON YARDS

(Street)

NEW YORK

10001

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

Explanation of Responses:

1. Represents a conversion of shares of Class B common stock, par value $0.00003 per share ("Class B Common Stock"), of AppLovin Corporation (the "Issuer") into an equal number of shares of Class A common stock, $0.00003 par value per share ("Class A Common Stock"), of the Issuer.

2. The securities reported herein are held by KKR Denali Holdings L.P. KKR Denali Holdings GP LLC is the general partner of KKR Denali Holdings L.P. KKR Americas Fund XII L.P. is the managing member of KKR Denali Holdings GP LLC. KKR Associates Americas XII L.P. is the general partner of KKR Americas Fund XII L.P. KKR Americas XII Limited is the general partner of KKR Associates Americas XII L.P. KKR Group Partnership L.P. is the sole shareholder of KKR Americas XII Limited. KKR Group Holdings Corp. is the general partner of KKR Group Partnership L.P. KKR Group Co. Inc. is the sole shareholder of KKR Group Holdings Corp. KKR & Co. Inc. is the sole shareholder of KKR Group Co. Inc. KKR Management LLP is the Series I preferred stockholder of KKR & Co. Inc. Messrs. Henry R. Kravis and George R. Roberts are the founding partners of KKR Management LLP.

3. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein. The filing of this statement shall not be deemed to be an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the Reporting Persons are the beneficial owners of any securities reported herein.

4. The sales were effectuated in multiple transactions at prices ranging from $309.000 to $309.020. The price reported in Column 4 is the weighted average price. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

5. The sales were effectuated in multiple transactions at prices ranging from $310.000 to $310.840. The price reported in Column 4 is the weighted average price. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

6. The sales were effectuated in multiple transactions at prices ranging from $311.500 to $312.450. The price reported in Column 4 is the weighted average price. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

7. The sales were effectuated in multiple transactions at prices ranging from $312.500 to $313.465. The price reported in Column 4 is the weighted average price. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

8. The sales were effectuated in multiple transactions at prices ranging from $313.500 to $314.090. The price reported in Column 4 is the weighted average price. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

9. The sales were effectuated in multiple transactions at prices ranging from $314.500 to $315.390. The price reported in Column 4 is the weighted average price. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

10. The sales were effectuated in multiple transactions at prices ranging from $315.500 to $316.460. The price reported in Column 4 is the weighted average price. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

11. The sales were effectuated in multiple transactions at prices ranging from $316.500 to $317.480. The price reported in Column 4 is the weighted average price. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

12. The sales were effectuated in multiple transactions at prices ranging from $317.500 to $318.495. The price reported in Column 4 is the weighted average price. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

13. The sales were effectuated in multiple transactions at prices ranging from $318.500 to $319.490. The price reported in Column 4 is the weighted average price. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

14. The sales were effectuated in multiple transactions at prices ranging from $319.500 to $320.495. The price reported in Column 4 is the weighted average price. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

15. The sales were effectuated in multiple transactions at prices ranging from $320.500 to $321.490. The price reported in Column 4 is the weighted average price. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

16. The sales were effectuated in multiple transactions at prices ranging from $321.500 to $322.470. The price reported in Column 4 is the weighted average price. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

17. The sales were effectuated in multiple transactions at prices ranging from $322.500 to $323.480. The price reported in Column 4 is the weighted average price. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

18. The sales were effectuated in multiple transactions at prices ranging from $323.500 to $324.470. The price reported in Column 4 is the weighted average price. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

19. The sales were effectuated in multiple transactions at prices ranging from $324.500 to $325.490. The price reported in Column 4 is the weighted average price. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

20. The sales were effectuated in multiple transactions at prices ranging from $325.500 to $326.490. The price reported in Column 4 is the weighted average price. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

21. The sales were effectuated in multiple transactions at prices ranging from $326.500 to $327.490. The price reported in Column 4 is the weighted average price. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

22. The sales were effectuated in multiple transactions at prices ranging from $327.500 to $328.250. The price reported in Column 4 is the weighted average price. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

23. The sales were effectuated in multiple transactions at prices ranging from $328.930 to $329.190. The price reported in Column 4 is the weighted average price. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

24. Represents distributions of such shares in connection with the sale reported herein by KKR Denali Holdings L.P. and certain of its affiliates to their respective partners and shareholders as in-kind distributions. These in-kind distributions are for the purpose of the ultimate recipients making charitable donations of shares of common stock.

25. Shares of Class B Common Stock of the Issuer are exchangeable at any time, at the option of the holder and automatically in connection with certain transfers and upon certain other events, into an equal number of shares of Class A Common Stock of the Issuer.

Remarks:

Because no more than 10 reporting persons can file any one Form 4 through the Securities and Exchange Commission's EDGAR system, certain affiliates of the Reporting Persons have filed a separate Form 4.

	See Exhibit 99.1	11/25/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

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Date	Price Target	Rating	Analyst
11/20/2024	$400.00	Overweight	Piper Sandler
11/8/2024	$80.00 → $280.00	Neutral → Outperform	Daiwa Securities
10/29/2024	$200.00	Overweight	Wells Fargo
10/22/2024	$181.00	Buy	Loop Capital
10/14/2024	$103.00 → $150.00	Buy → Neutral	Goldman
9/17/2024	$100.00 → $145.00	Neutral → Buy	UBS
5/2/2024	$70.00 → $93.00	Buy	Jefferies
4/15/2024	$80.00	Neutral	Daiwa Securities

Large owner Kkr Denali Holdings L.P. converted options into 5,205,489 shares, sold $1,634,860,909 worth of shares (5,274,246 units at $309.97) and disposed of 68,037 shares (SEC Form 4)

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