SEC FORM 3

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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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. Date of Event Requiring Statement (Month/Day/Year)
04/14/2021

3. Issuer Name and Ticker or Trading Symbol
Applovin Corp [ APP ]

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

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Option (right to buy)	⁽¹⁾	11/05/2029	Class A Common Stock	2,360,400	$5.05	D
Class B Common Stock⁽²⁾	⁽³⁾	⁽³⁾	Class A Common Stock	1,986,059	⁽³⁾	D
Class B Common Stock⁽²⁾	⁽³⁾	⁽³⁾	Class A Common Stock	300,000	⁽³⁾	I	See footnote⁽⁴⁾

Explanation of Responses:

1. 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.

2. 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.

3. 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.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Victoria Valenzuela, Attorney-in-fact	04/14/2021
	** 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 5 (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.