SCHEDULE 13G

CUSIP No.

03831W108

Names of Reporting Persons

Arash Adam Foroughi

Check the appropriate box if a member of a Group (see instructions)

(a)

(b)

Sec Use Only

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 36,337,732.00
7	Sole Dispositive Power 30,894,688.00
8	Shared Dispositive Power 0.00

Aggregate Amount Beneficially Owned by Each Reporting Person

36,337,732.00

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

Checkbox not checked

Percent of class represented by amount in row (9)

10.6 %

Type of Reporting Person (See Instructions)

Comment for Type of Reporting Person: For additional information regarding row 11, see Item 4

SCHEDULE 13G

Item 1.

(a)

Name of issuer:

AppLovin Corporation

(b)

Address of issuer's principal executive offices:

1100 Page Mill Road, Palo Alto, California 94304

Item 2.

(a)

Name of person filing:

Arash Adam Foroughi

(b)

Address or principal business office or, if none, residence:

c/o AppLovin Corporation 1100 Page Mill Road Palo Alto, California 94304

(c)

Citizenship:

The Reporting Person is a United States citizen.

(d)

Title of class of securities:

Class A common stock, par value $0.00003 per share

(e)

CUSIP No.:

03831W108

Item 3.

If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

(a)

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);

(b)

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);

(c)

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);

(d)

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);

(e)

An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);

(f)

An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);

(g)

A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

(h)

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j)

A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:

(k)

Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).

Item 4.

Ownership

(a)

Amount beneficially owned:

The reporting person holds a total of 2,957,781 shares of Class A Common Stock of the Issuer (including 16,951 shares of Class A Common Stock subject to restricted stock units held by the reporting person that are exercisable within 60 days of December 31, 2024) and 27,936,907 shares of Class B Common Stock of the Issuer. Each share of Class B Common Stock is convertible into one share of Class A Common Stock at the option of the holder and has no expiration date. Each share of Class B Common Stock is entitled to twenty votes per share, whereas each share of Class A Common Stock is entitled to one vote per share. The rights of the holders of Class A Common Stock and Class B Common Stock are identical, except with respect to the aforementioned conversion rights and voting rights. In addition, Mr. Foroughi and Herald Chen, a member of the board of directors of the Issuer (collectively with certain affiliates, the "Voting Agreement Parties") are parties to a Voting Agreement (the "Voting Agreement"), which contains certain provisions relating to voting of securities of the Issuer by the parties thereto. Pursuant to the Voting Agreement, together, Mr. Foroughi and Mr. Chen have the authority to direct the vote of all shares of Class B Common Stock, and all other shares of capital stock of the Issuer, held by the Voting Agreement Parties and their respective permitted entities and permitted transferees on all matters to be voted upon by stockholders. By virtue of the Voting Agreement and the obligations and rights thereunder, the reporting person acknowledges and agrees that he is acting as a "group" within the meaning of Section 13(d) of the Securities Exchange Act of 1934 with the other Voting Agreement Parties and/or certain of their affiliates. Based in part on information reported by the Issuer to the reporting person, such a "group" would be deemed to beneficially own an aggregate of 36,337,732 shares of Class A Common Stock, consisting of 5,649,191 shares of Class A Common Stock (including 1,880,201 shares of Class A Common Stock subject to options held by Mr. Chen that are exercisable within 60 days of December 31, 2024 and 16,951 shares of Class A Common Stock subject to restricted stock units held by Mr. Foroughi that will vest within 60 days of December 31, 2024) and 30,688,541 shares of Class B Common Stock, each of which is convertible into one share of Class A Common Stock, which represents 10.6% of the Class A Common Stock of the Issuer, as of December 31, 2024, calculated pursuant to Rule 13d-3. The ownership percentage above is calculated based on 309,353,198 shares of Class A Common Stock outstanding as of December 31, 2024, as reported by the Issuer to the reporting person, plus the assumed exercise or vesting, as applicable of 1,880,201 shares of Class A Common Stock subject to options held by Mr. Chen, and 16,951 shares of Class A Common Stock subject to restricted stock units held by Mr. Foroughi, and conversion of 30,688,541 shares of Class B Common Stock deemed beneficially owned by such "group" into shares of Class A Common Stock. Mr. Chen has separately made a Schedule 13G filing reporting his beneficial ownership of shares of Class A Common Stock. .

(b)

Percent of class:

See Item 4(a) above.

(c)

Number of shares as to which the person has:

(i) Sole power to vote or to direct the vote:

See Row 5 of cover page.

(ii) Shared power to vote or to direct the vote:

See Row 6 of cover page.

(iii) Sole power to dispose or to direct the disposition of:

See Row 7 of cover page.

(iv) Shared power to dispose or to direct the disposition of:

See Row 8 of cover page.

Item 5.

Ownership of 5 Percent or Less of a Class.

Item 6.

Ownership of more than 5 Percent on Behalf of Another Person.

Not Applicable

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

Not Applicable

Item 8.

Identification and Classification of Members of the Group.

If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.

See Item 4 above.

Item 9.

Notice of Dissolution of Group.

Not Applicable

Item 10.

Certifications:

Not Applicable

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Arash Adam Foroughi

Signature:	/s/ Arash Adam Foroughi
Name/Title:	Arash Adam Foroughi
Date:	02/07/2025