X0508 4 2024-11-21 true 0001751008 AppLovin Corp APP 0001849449 KKR Denali Holdings L.P. 30 HUDSON YARDS NEW YORK NY 10001 true 0001849480 KKR Denali Holdings GP LLC 30 HUDSON YARDS NEW YORK NY 10001 true 0001666676 KKR Americas Fund XII L.P. 30 HUDSON YARDS NEW YORK NY 10001 true 0001746586 KKR Associates Americas XII L.P. 30 HUDSON YARDS NEW YORK NY 10001 true 0001746583 KKR Americas XII Ltd 30 HUDSON YARDS NEW YORK NY 10001 true false Class A Common Stock 2024-11-21 4 C 0 5205489 A 5342283 I See footnotes Class A Common Stock 2024-11-21 4 S 0 3774246 305.57 D 1568037 I See footnotes Class A Common Stock 2024-11-21 4 S 0 2000 309.001 D 1566037 I See footnotes Class A Common Stock 2024-11-21 4 S 0 5410 310.1575 D 1560627 I See footnotes Class A Common Stock 2024-11-21 4 S 0 4897 311.8395 D 1555730 I See footnotes Class A Common Stock 2024-11-21 4 S 0 5122 312.8281 D 1550608 I See footnotes Class A Common Stock 2024-11-21 4 S 0 6900 313.8212 D 1543708 I See footnotes Class A Common Stock 2024-11-21 4 S 0 23291 315.0444 D 1520417 I See footnotes Class A Common Stock 2024-11-21 4 S 0 71838 315.6889 D 1448579 I See footnotes Class A Common Stock 2024-11-21 4 S 0 113953 316.8924 D 1334626 I See footnotes Class A Common Stock 2024-11-21 4 S 0 120493 317.8428 D 1214133 I See footnotes Class A Common Stock 2024-11-21 4 S 0 212136 318.7972 D 1001997 I See footnotes Class A Common Stock 2024-11-21 4 S 0 164923 319.8089 D 837074 I See footnotes Class A Common Stock 2024-11-21 4 S 0 75952 321.0192 D 761122 I See footnotes Class A Common Stock 2024-11-21 4 S 0 53121 321.9088 D 708001 I See footnotes Class A Common Stock 2024-11-21 4 S 0 104577 322.9805 D 603424 I See footnotes Class A Common Stock 2024-11-21 4 S 0 217168 323.9004 D 386256 I See footnotes Class A Common Stock 2024-11-21 4 S 0 178893 324.9386 D 207363 I See footnotes Class A Common Stock 2024-11-21 4 S 0 98528 325.8405 D 108835 I See footnotes Class A Common Stock 2024-11-21 4 S 0 34757 326.9238 D 74078 I See footnotes Class A Common Stock 2024-11-21 4 S 0 5841 327.8824 D 68237 I See footnotes Class A Common Stock 2024-11-21 4 S 0 200 329.06 D 68037 I See footnotes Class A Common Stock 2024-11-21 4 J 0 68037 0 D 0 I See footnotes Class B Common Stock 2024-11-21 4 C 0 5205489 0 D Class A Common Stock 5205489 0 I See footnotes Represents a conversion of shares of Class B common stock, par value $0.00003 per share ("Class B Common Stock"), 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. 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 shareholder of KKR Americas XII Limited. KKR Group Holdings Corp. is the general partner of KKR Group Partnership L.P. KKR Group Co. Inc. is the sole shareholder of KKR Group Holdings Corp. KKR & Co. Inc. is the sole shareholder of KKR Group Co. Inc. 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. The sales were effectuated in multiple transactions at prices ranging from $309.000 to $309.020. The price reported in Column 4 is the weighted average price. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. The sales were effectuated in multiple transactions at prices ranging from $310.000 to $310.840. The price reported in Column 4 is the weighted average price. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. The sales were effectuated in multiple transactions at prices ranging from $311.500 to $312.450. The price reported in Column 4 is the weighted average price. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. The sales were effectuated in multiple transactions at prices ranging from $312.500 to $313.465. The price reported in Column 4 is the weighted average price. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. The sales were effectuated in multiple transactions at prices ranging from $313.500 to $314.090. The price reported in Column 4 is the weighted average price. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. The sales were effectuated in multiple transactions at prices ranging from $314.500 to $315.390. The price reported in Column 4 is the weighted average price. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. The sales were effectuated in multiple transactions at prices ranging from $315.500 to $316.460. The price reported in Column 4 is the weighted average price. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. The sales were effectuated in multiple transactions at prices ranging from $316.500 to $317.480. The price reported in Column 4 is the weighted average price. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. The sales were effectuated in multiple transactions at prices ranging from $317.500 to $318.495. The price reported in Column 4 is the weighted average price. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. The sales were effectuated in multiple transactions at prices ranging from $318.500 to $319.490. The price reported in Column 4 is the weighted average price. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. The sales were effectuated in multiple transactions at prices ranging from $319.500 to $320.495. The price reported in Column 4 is the weighted average price. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. The sales were effectuated in multiple transactions at prices ranging from $320.500 to $321.490. The price reported in Column 4 is the weighted average price. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. The sales were effectuated in multiple transactions at prices ranging from $321.500 to $322.470. The price reported in Column 4 is the weighted average price. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. The sales were effectuated in multiple transactions at prices ranging from $322.500 to $323.480. The price reported in Column 4 is the weighted average price. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. The sales were effectuated in multiple transactions at prices ranging from $323.500 to $324.470. The price reported in Column 4 is the weighted average price. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. The sales were effectuated in multiple transactions at prices ranging from $324.500 to $325.490. The price reported in Column 4 is the weighted average price. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. The sales were effectuated in multiple transactions at prices ranging from $325.500 to $326.490. The price reported in Column 4 is the weighted average price. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. The sales were effectuated in multiple transactions at prices ranging from $326.500 to $327.490. The price reported in Column 4 is the weighted average price. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. The sales were effectuated in multiple transactions at prices ranging from $327.500 to $328.250. The price reported in Column 4 is the weighted average price. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. The sales were effectuated in multiple transactions at prices ranging from $328.930 to $329.190. The price reported in Column 4 is the weighted average price. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. Represents distributions of such shares in connection with the sale reported herein by KKR Denali Holdings L.P. and certain of its affiliates to their respective partners and shareholders as in-kind distributions. These in-kind distributions are for the purpose of the ultimate recipients making charitable donations of shares of common stock. 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 of the Issuer. Because no more than 10 reporting persons can file any one Form 4 through the Securities and Exchange Commission's EDGAR system, certain affiliates of the Reporting Persons have filed a separate Form 4. See Exhibit 99.1 2024-11-25