0001140361-21-012827.txt : 20210414 0001140361-21-012827.hdr.sgml : 20210414 20210414210252 ACCESSION NUMBER: 0001140361-21-012827 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: KKR Americas Fund XII L.P. CENTRAL INDEX KEY: 0001666676 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40325 FILM NUMBER: 21827071 BUSINESS ADDRESS: STREET 1: C/O KOHLBERG KRAVIS ROBERTS & CO. L.P. STREET 2: 30 HUDSON YARDS CITY: NEW YORK STATE: NY ZIP: 10001 BUSINESS PHONE: 212-750-8300 MAIL ADDRESS: STREET 1: C/O KOHLBERG KRAVIS ROBERTS & CO. L.P. STREET 2: 30 HUDSON YARDS CITY: NEW YORK STATE: NY ZIP: 10001 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: KKR Americas XII Ltd CENTRAL INDEX KEY: 0001746583 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40325 FILM NUMBER: 21827069 BUSINESS ADDRESS: STREET 1: C/O KOHLBERG KRAVIS ROBERTS & CO. L.P. STREET 2: 30 HUDSON YARDS CITY: NEW YORK STATE: NY ZIP: 10001 BUSINESS PHONE: 2122309742 MAIL ADDRESS: STREET 1: C/O KOHLBERG KRAVIS ROBERTS & CO. L.P. STREET 2: 30 HUDSON YARDS CITY: NEW YORK STATE: NY ZIP: 10001 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: KKR Denali Holdings GP LLC CENTRAL INDEX KEY: 0001849480 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40325 FILM NUMBER: 21827072 BUSINESS ADDRESS: STREET 1: C/O KOHLBERG KRAVIS ROBERTS & CO. L.P. STREET 2: 30 HUDSON YARDS CITY: NEW YORK STATE: NY ZIP: 10001 BUSINESS PHONE: 212-230-9742 MAIL ADDRESS: STREET 1: C/O KOHLBERG KRAVIS ROBERTS & CO. L.P. STREET 2: 30 HUDSON YARDS CITY: NEW YORK STATE: NY ZIP: 10001 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: KKR Associates Americas XII L.P. CENTRAL INDEX KEY: 0001746586 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40325 FILM NUMBER: 21827070 BUSINESS ADDRESS: STREET 1: C/O KOHLBERG KRAVIS ROBERTS & CO. L.P. STREET 2: 30 HUDSON YARDS CITY: NEW YORK STATE: NY ZIP: 10001 BUSINESS PHONE: 2122309742 MAIL ADDRESS: STREET 1: C/O KOHLBERG KRAVIS ROBERTS & CO. L.P. STREET 2: 30 HUDSON YARDS CITY: NEW YORK STATE: NY ZIP: 10001 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: KKR Denali Holdings L.P. CENTRAL INDEX KEY: 0001849449 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40325 FILM NUMBER: 21827073 BUSINESS ADDRESS: STREET 1: C/O KOHLBERG KRAVIS ROBERTS & CO. L.P. STREET 2: 30 HUDSON YARDS CITY: NEW YORK STATE: NY ZIP: 10001 BUSINESS PHONE: 212-230-9742 MAIL ADDRESS: STREET 1: C/O KOHLBERG KRAVIS ROBERTS & CO. L.P. STREET 2: 30 HUDSON YARDS CITY: NEW YORK STATE: NY ZIP: 10001 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 form3.xml FORM 3 X0206 3 2021-04-14 0 0001751008 Applovin Corp APP 0001849449 KKR Denali Holdings L.P. C/O KOHLBERG KRAVIS ROBERTS & CO. L.P. 30 HUDSON YARDS NEW YORK NY 10001 true 0001849480 KKR Denali Holdings GP LLC C/O KOHLBERG KRAVIS ROBERTS & CO. L.P. 30 HUDSON YARDS NEW YORK NY 10001 true 0001666676 KKR Americas Fund XII L.P. C/O KOHLBERG KRAVIS ROBERTS & CO. L.P. 30 HUDSON YARDS NEW YORK NY 10001 true 0001746586 KKR Associates Americas XII L.P. C/O KOHLBERG KRAVIS ROBERTS & CO. L.P. 30 HUDSON YARDS NEW YORK NY 10001 true 0001746583 KKR Americas XII Ltd C/O KOHLBERG KRAVIS ROBERTS & CO. L.P. 30 HUDSON YARDS NEW YORK NY 10001 true Series A Preferred Stock Class A Common Stock 109090908 I See footnotes Class B Common Stock Class A Common Stock 1459581 I See footnotes Shares of Series A Preferred Stock are convertible, at the option of the holder or automatically in connection with the closing of the initial public offering 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, which shares of Class A Common Stock of the Issuer will be automatically immediately exchanged for an equal number of shares of Class B common stock, par value $0.00003 per share ("Class B Common Stock") of the Issuer, pursuant to an Exchange Agreement with the Issuer, dated March 16, 2021 (the "Exchange Agreement"). Represents shares of Class A Common Stock of the Issuer which, pursuant to the terms of the Exchange Agreement, will be automatically exchanged into shares of Class B Common Stock in connection with the closing of the initial public offering of the Issuer. 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 the Issuer. 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 member of KKR Americas XII Limited. KKR Group Holdings Corp. is the general partner of KKR Group Partnership L.P. KKR & Co. Inc. is the sole shareholder of KKR Group Holdings Corp. 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. 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. Because no more than 10 reporting persons can file any one Form 3 through the Securities and Exchange Commission's EDGAR system, certain affiliates of the Reporting Persons have filed a separate Form 3. Exhibit List: Exhibit 24 - Power of Attorney KKR Denali Holdings L.P. By: KKR Denali Holdings GP LLC, its general partner By: /s/ Terence P. Gallagher Name: Terence P. Gallagher Title: Vice President 2021-04-14 KKR Denali Holdings GP LLC By: /s/ Terence P. Gallagher Name: Terence P. Gallagher Title: Vice President 2021-04-14 KKR Americas Fund XII L.P. By: KKR Associates Americas XII L.P., its general partner, By: KKR Americas XII Limited, its general partner, By: /s/ Terence P. Gallagher Name: Terence P. Gallagher Title: Attorney-in-fact for Robert H. Lewin, Director 2021-04-14 KKR Associates Americas XII L.P. By: KKR Americas XII Limited, its general partner By: /s/ Terence P. Gallagher Name: Terence P. Gallagher Title: Attorney-in-fact for Robert H. Lewin, Director 2021-04-14 KKR Americas XII Limited By: /s/ Terence P. Gallagher Name: Terence P. Gallagher Title: Attorney-in-fact for Robert H. Lewin, Director 2021-04-14 EX-24 2 brhc10023020_ex24.htm EXHIBIT 24

Exhibit 24

POWER OF ATTORNEY

Know all men by these presents that Robert H. Lewin does hereby make, constitute and appoint David J. Sorkin, Terence P. Gallagher, and Christopher Lee, or any one of them, as a true and lawful attorney-in-fact of the undersigned with full powers of substitution and revocation, for and in the name, place and stead of the undersigned (both in the undersigned’s individual capacity and as a manager or member of any limited liability company, as a partner of any partnership, as an officer of any corporate or other entity, or in the undersigned’s capacity in a position similar to the foregoing at any entity, in each case, for which the undersigned is otherwise authorized to sign), to execute and deliver such forms, schedules, statements and other documents as may be required to be filed from time to time with the Securities and Exchange Commission with respect to: (i) Sections 13(d), 13(g), 13(f), 13(h) and 16(a) of the Securities Exchange Act of 1934, as amended, including without limitation, Schedule 13D, Schedule 13G, Form 13F, Form 13H, Form 3, Form 4 and Form 5 and (ii) in connection with any applications for EDGAR access codes, including without limitation the Form ID.

	/s/ Robert H. Lewin
	Name: Robert H. Lewin

Date: January 14, 2020