Chen Herald Y Form 4 AppLovin / Herald Y Chen ownership change

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

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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).

1. Name and Address of Reporting Person^*

Chen Herald Y

(Last)

(First)

(Middle)

1100 PAGE MILL ROAD

(Street)

PALO ALTO

94304

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
12/06/2024

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

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

X	Form filed by One Reporting Person
	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	12/06/2024		C		700,000	A	$0.00	731,209⁽¹⁾	D
Class A Common Stock	12/06/2024		C		330,000	A	$0.00	380,000	I	See footnote⁽²⁾
Class A Common Stock	12/09/2024		S		900	D	$333.74⁽³⁾	379,100	I	See footnote⁽⁴⁾
Class A Common Stock	12/09/2024		S		800	D	$334.98⁽⁵⁾	378,300	I	See footnote⁽⁴⁾
Class A Common Stock	12/09/2024		S		1,400	D	$336.2⁽⁶⁾	376,900	I	See footnote⁽⁴⁾
Class A Common Stock	12/09/2024		S		2,658	D	$336.92⁽⁷⁾	374,242	I	See footnote⁽⁴⁾
Class A Common Stock	12/09/2024		S		1,005	D	$338.21⁽⁸⁾	373,237	I	See footnote⁽⁴⁾
Class A Common Stock	12/09/2024		S		4,689	D	$339.13⁽⁹⁾	368,548	I	See footnote⁽⁴⁾
Class A Common Stock	12/09/2024		S		8,176	D	$340.22⁽¹⁰⁾	360,372	I	See footnote⁽⁴⁾
Class A Common Stock	12/09/2024		S		20,871	D	$341.22⁽¹¹⁾	339,501	I	See footnote⁽⁴⁾
Class A Common Stock	12/09/2024		S		24,049	D	$342.11⁽¹²⁾	315,452	I	See footnote⁽⁴⁾
Class A Common Stock	12/09/2024		S		8,461	D	$343.28⁽¹³⁾	306,991	I	See footnote⁽⁴⁾
Class A Common Stock	12/09/2024		S		10,499	D	$344.26⁽¹⁴⁾	296,492	I	See footnote⁽⁴⁾
Class A Common Stock	12/09/2024		S		17,180	D	$345.13⁽¹⁵⁾	279,312	I	See footnote⁽⁴⁾
Class A Common Stock	12/09/2024		S		17,756	D	$346.07⁽¹⁶⁾	261,556	I	See footnote⁽⁴⁾
Class A Common Stock	12/09/2024		S		6,769	D	$347.25⁽¹⁷⁾	254,787	I	See footnote⁽⁴⁾
Class A Common Stock	12/09/2024		S		10,499	D	$348.18⁽¹⁸⁾	244,288	I	See footnote⁽⁴⁾
Class A Common Stock	12/09/2024		S		3,504	D	$349.21⁽¹⁹⁾	240,784	I	See footnote⁽⁴⁾
Class A Common Stock	12/09/2024		S		4,300	D	$350.32⁽²⁰⁾	236,484	I	See footnote⁽⁴⁾
Class A Common Stock	12/09/2024		S		1,874	D	$351.59⁽²¹⁾	234,610	I	See footnote⁽⁴⁾
Class A Common Stock	12/09/2024		S		9,091	D	$352.36⁽²²⁾	225,519	I	See footnote⁽⁴⁾
Class A Common Stock	12/09/2024		S		2,933	D	$353.35⁽²³⁾	222,586	I	See footnote⁽⁴⁾
Class A Common Stock	12/09/2024		S		2,700	D	$354.53⁽²⁴⁾	219,886	I	See footnote⁽⁴⁾
Class A Common Stock	12/09/2024		S		3,636	D	$355.37⁽²⁵⁾	216,250	I	See footnote⁽⁴⁾
Class A Common Stock	12/09/2024		S		4,201	D	$356.53⁽²⁶⁾	212,049	I	See footnote⁽⁴⁾
Class A Common Stock	12/09/2024		S		1,100	D	$357.69⁽²⁷⁾	210,949	I	See footnote⁽⁴⁾
Class A Common Stock	12/09/2024		S		200	D	$358.57⁽²⁸⁾	210,749	I	See footnote⁽⁴⁾
Class A Common Stock	12/09/2024		S		1,500	D	$360.79⁽²⁹⁾	209,249	I	See footnote⁽⁴⁾
Class A Common Stock	12/09/2024		S		500	D	$362.13⁽³⁰⁾	208,749	I	See footnote⁽⁴⁾
Class A Common Stock	12/09/2024		S		700	D	$363.07⁽³¹⁾	208,049	I	See footnote⁽⁴⁾

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	⁽³²⁾	12/06/2024		C			700,000	⁽³²⁾	⁽³²⁾	Class A Common Stock	⁽³²⁾	$0.00	717,467	D
Class B Common Stock	⁽³²⁾	12/06/2024		C			330,000	⁽³²⁾	⁽³²⁾	Class A Common Stock	⁽³²⁾	$0.00	0.00	I	See footnote⁽⁴⁾

Explanation of Responses:

1. Certain of these securities are represented by RSUs.

2. Shares are held by The Chen Family 2012 Irrevocable Trust, for which the Reporting Person and his spouse serve as trustees. These securities were inadvertently omitted on the Reporting Person's prior Form 4.

3. The sales were executed in multiple trades at prices ranging from $333.41 to $334.00. The price reported reflects the weighted average sale price. The Reporting Person undertakes to provide upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate sale price.

4. Shares are held by The Chen Family 2012 Irrevocable Trust, for which the Reporting Person and his spouse serve as trustees.

5. The sales were executed in multiple trades at prices ranging from $334.41 to $335.38. The price reported reflects the weighted average sale price. The Reporting Person undertakes to provide upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate sale price.

6. The sales were executed in multiple trades at prices ranging from $335.53 to $336.49. The price reported reflects the weighted average sale price. The Reporting Person undertakes to provide upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate sale price.

7. The sales were executed in multiple trades at prices ranging from $336.55 to $337.52. The price reported reflects the weighted average sale price. The Reporting Person undertakes to provide upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate sale price.

8. The sales were executed in multiple trades at prices ranging from $337.67 to $338.58. The price reported reflects the weighted average sale price. The Reporting Person undertakes to provide upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate sale price.

9. The sales were executed in multiple trades at prices ranging from $338.68 to $339.67. The price reported reflects the weighted average sale price. The Reporting Person undertakes to provide upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate sale price.

10. The sales were executed in multiple trades at prices ranging from $339.70 to $340.69. The price reported reflects the weighted average sale price. The Reporting Person undertakes to provide upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate sale price.

11. The sales were executed in multiple trades at prices ranging from $340.72 to $341.69. The price reported reflects the weighted average sale price. The Reporting Person undertakes to provide upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate sale price.

12. The sales were executed in multiple trades at prices ranging from $341.73 to $342.72. The price reported reflects the weighted average sale price. The Reporting Person undertakes to provide upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate sale price.

13. The sales were executed in multiple trades at prices ranging from $342.74 to $343.73. The price reported reflects the weighted average sale price. The Reporting Person undertakes to provide upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate sale price.

14. The sales were executed in multiple trades at prices ranging from $343.76 to $344.75. The price reported reflects the weighted average sale price. The Reporting Person undertakes to provide upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate sale price.

15. The sales were executed in multiple trades at prices ranging from $344.76 to $345.75. The price reported reflects the weighted average sale price. The Reporting Person undertakes to provide upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate sale price.

16. The sales were executed in multiple trades at prices ranging from $345.77 to $346.75. The price reported reflects the weighted average sale price. The Reporting Person undertakes to provide upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate sale price.

17. The sales were executed in multiple trades at prices ranging from $346.78 to $347.77. The price reported reflects the weighted average sale price. The Reporting Person undertakes to provide upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate sale price.

18. The sales were executed in multiple trades at prices ranging from $347.83 to $348.78. The price reported reflects the weighted average sale price. The Reporting Person undertakes to provide upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate sale price.

19. The sales were executed in multiple trades at prices ranging from $348.86 to $349.80. The price reported reflects the weighted average sale price. The Reporting Person undertakes to provide upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate sale price.

20. The sales were executed in multiple trades at prices ranging from $349.90 to $350.88. The price reported reflects the weighted average sale price. The Reporting Person undertakes to provide upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate sale price.

21. The sales were executed in multiple trades at prices ranging from $350.91 to $351.90. The price reported reflects the weighted average sale price. The Reporting Person undertakes to provide upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate sale price.

22. The sales were executed in multiple trades at prices ranging from $351.96 to $352.95. The price reported reflects the weighted average sale price. The Reporting Person undertakes to provide upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate sale price.

23. The sales were executed in multiple trades at prices ranging from $353.00 to $353.99. The price reported reflects the weighted average sale price. The Reporting Person undertakes to provide upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate sale price.

24. The sales were executed in multiple trades at prices ranging from $354.00 to $354.99. The price reported reflects the weighted average sale price. The Reporting Person undertakes to provide upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate sale price.

25. The sales were executed in multiple trades at prices ranging from $355.00 to $355.99. The price reported reflects the weighted average sale price. The Reporting Person undertakes to provide upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate sale price.

26. The sales were executed in multiple trades at prices ranging from $356.01 to $356.99. The price reported reflects the weighted average sale price. The Reporting Person undertakes to provide upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate sale price.

27. The sales were executed in multiple trades at prices ranging from $357.29 to $357.99. The price reported reflects the weighted average sale price. The Reporting Person undertakes to provide upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate sale price.

28. The sales were executed in multiple trades at prices ranging from $538.43 to $358.70. The price reported reflects the weighted average sale price. The Reporting Person undertakes to provide upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate sale price.

29. The sales were executed in multiple trades at prices ranging from $360.34 to $361.25. The price reported reflects the weighted average sale price. The Reporting Person undertakes to provide upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate sale price.

30. The sales were executed in multiple trades at prices ranging from $361.77 to $362.55. The price reported reflects the weighted average sale price. The Reporting Person undertakes to provide upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate sale price.

31. The sales were executed in multiple trades at prices ranging from $362.78 to $363.44. The price reported reflects the weighted average sale price. The Reporting Person undertakes to provide upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate sale price.

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

Remarks:

Form 1 of 2.

	/s/ Victoria Valenzuela, Attorney-in-fact	12/10/2024
	** 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.

Chen Herald Y Form 4AppLovin / Herald Y Chen ownership change