Chen Herald Y Form 4 Filed 2024-12-10

FORM 4

☐	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person ^*

Chen Herald Y

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

(Last)

(First)

(Middle)

1100 PAGE MILL ROAD

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

(Street)

PALO ALTO, CA 94304

(City)

(State)

(Zip)

4. If Amendment, Date 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	731,209⁽¹⁾	D
Class A Common Stock	12/06/2024		C		330,000	A	$ 0	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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Class B Common Stock

⁽³²⁾

12/06/2024

700,000

⁽³²⁾

Class A Common Stock

⁽³²⁾

$ 0

717,467

Class B Common Stock

⁽³²⁾

12/06/2024

330,000

⁽³²⁾

Class A Common Stock

⁽³²⁾

$ 0

See footnote⁽⁴⁾

Explanation of Responses:

1.	Certain of these securities are represented by RSUs.
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.
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.
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.
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.
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.
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.
Remarks: Form 1 of 2.

	Signatures
	/s/ Victoria Valenzuela, Attorney-in-fact	12/10/2024
	** Signature of Reporting Person	Date
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