0000899243-21-015864.txt : 20210414 0000899243-21-015864.hdr.sgml : 20210414 20210414204756 ACCESSION NUMBER: 0000899243-21-015864 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20210414 FILED AS OF DATE: 20210414 DATE AS OF CHANGE: 20210414 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Chen Herald Y CENTRAL INDEX KEY: 0001348636 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40325 FILM NUMBER: 21827044 MAIL ADDRESS: STREET 1: 950 TOWER LANE, SUITE 1150 CITY: FOSTER CITY STATE: CA ZIP: 94404-2127 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Applovin Corp CENTRAL INDEX KEY: 0001751008 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC. [7370] IRS NUMBER: 453264542 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1100 PAGE MILL RD CITY: PALO ALTO STATE: CA ZIP: 94304-1047 BUSINESS PHONE: (800) 839-9646 MAIL ADDRESS: STREET 1: 1100 PAGE MILL RD CITY: PALO ALTO STATE: CA ZIP: 94304-1047 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2021-04-14 0 0001751008 Applovin Corp APP 0001348636 Chen Herald Y 1100 PAGE MILL ROAD PALO ALTO CA 94304 1 1 0 0 President & CFO Stock Option (right to buy) 5.05 2029-11-05 Class A Common Stock 2360400 D Class B Common Stock Class A Common Stock 1986059 D Class B Common Stock Class A Common Stock 300000 I See footnote The option provides for an early-exercise provision and is exercisable as to unvested shares, subject to the Issuer's right of repurchase. The option, originally for 4,800,000 shares, of which 2,439,600 shares have been early-exercised, will vest as to 1/4th of the total shares on November 4, 2020 with 1/48th of the total shares vesting monthly thereafter, subject to the Reporting Person continuing as a service provider through each such date. Following the completion of the Issuer's initial public offering of Class A Common Stock, and pursuant to an Equity Exchange Right Agreement entered into between the Issuer and the Reporting Person, dated March 16, 2021, the Reporting Person will have a right (but not an obligation) to require the Issuer to exchange any shares of Class A Common Stock received upon the exercise of this option to purchase shares of Class A Common Stock for an equivalent number of shares of Class B Common Stock. Represents shares of Class A Common Stock which will be automatically exchanged into shares of Class B Common Stock in connection with the closing of the Issuer's initial public offering of Class A Common Stock, pursuant to an Exchange Agreement with the Issuer, dated March 16, 2021. 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. Shares are held by The Chen Family 2012 Irrevocable Trust, for which the Reporting Person and his spouse serve as trustees. Exhibit 24 - Power of Attorney /s/ Victoria Valenzuela, Attorney-in-fact 2021-04-14 EX-24 2 attachment1.htm EX-24 DOCUMENT

                               POWER OF ATTORNEY

        Know all by these presents that the undersigned hereby constitutes and
appoints each Victoria Valenzuela, Lonnie Yu Huang and Pamela Anderson of
AppLovin Corporation (the "Company"), signing individually, the undersigned's
true and lawful attorneys-in-fact and agents to:

        (1) prepare, execute in the undersigned's name and on the undersigned's
behalf, and submit to the Securities and Exchange Commission (the "SEC") a Form
ID, including amendments thereto, and any other documents necessary or
appropriate to obtain codes and passwords enabling the undersigned to make
electronic filings with the SEC of reports required by Section 16(a) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") or any rule or
regulation thereunder;

        (2) prepare, execute in the undersigned's name and on the undersigned's
behalf, and submit to the SEC Forms 3, 4 and 5 (including amendments thereto and
joint filing agreements in connection therewith) with respect to the securities
of the Company in accordance with Section 16(a) of Exchange Act and the rules
thereunder;

        (3) do and perform any and all acts for and on behalf of the undersigned
that may be necessary or desirable to prepare and execute any such Form 3, 4 or
5 (including amendments thereto and joint filing agreements in connection
therewith) and file such Forms with the SEC and any stock exchange, self-
regulatory association or any other authority; and

        (4) take any other action of any type whatsoever in connection with the
foregoing that, in the opinion of such attorney-in-fact, may be of benefit to,
in the best interest of, or legally required of the undersigned, it being
understood that the documents executed by the 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 the attorney-in-fact may approve in the
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, and their substitutes, 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 Exchange Act.

        This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4 and 5 with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the
Company and the attorneys-in fact.  This Power of Attorney revokes any other
power of attorney that the undersigned has previously granted to representatives
of the Company.

This Power of Attorney is executed as of the date set forth below.

Signature:  /s/ Herald Chen
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Print Name:  Herald Chen
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Dated:  3/2/2021
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