| Item 1. | |
| (a) | Name of issuer:
AppLovin Corp |
| (b) | Address of issuer's principal executive offices:
1100 Page Mill Road, Palo Alto, California, 94304 |
| Item 2. | |
| (a) | Name of person filing:
This is Amendment No. 4 to the Schedule 13G previously filed with the Securities and Exchange Commission on February 10, 2022, as amended on February 13, 2023, February 12, 2024 and November 13, 2024. Pursuant to Rule 13d-1(d) under the Securities Exchange Act of 1934, as amended (the "Act"), each of the persons listed below under Item 2(a) (each a "Reporting Person," and collectively the "Reporting Persons"), have agreed to file one statement with respect to their beneficial ownership of Class A Common Stock, par value $0.00003 per share, of AppLovin Corporation (the "Issuer").
(i) KKR Denali Holdings L.P.
(ii) KKR Denali Holdings GP LLC
(iii) KKR Americas Fund XII L.P.
(iv) KKR Associates Americas XII L.P.
(v) KKR Americas XII Limited
(vi) KKR Group Partnership L.P.
(vii) KKR Group Holdings Corp.
(viii) KKR Group Co. Inc.
(ix) KKR & Co. Inc.
(x) KKR Management LLP
(xi) Henry R. Kravis
(xii) George R. Roberts |
| (b) | Address or principal business office or, if none, residence:
The principal business office for all persons filing (other than Mr. Kravis
and Mr. Roberts) is:
30 Hudson Yards
New York, NY 10001
The principal business office for Mr. Kravis is:
c/o Kohlberg Kravis Roberts & Co. L.P.
30 Hudson Yards
New York, New York 10001
The principal business office for Mr. Roberts is:
c/o Kohlberg Kravis Roberts & Co. L.P.
2800 Sand Hill Road, Suite 200
Menlo Park, CA 94025 |
| (c) | Citizenship:
See Item 4 of each cover page. |
| (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);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (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);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (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);
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| (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:
As of December 31, 2024, the Reporting Persons no longer beneficially own any shares of Class A Common Stock. |
| (b) | Percent of class:
0 %
|
| (c) | Number of shares as to which the person has:
|
| | (i) Sole power to vote or to direct the vote:
Reporting Persons no longer beneficially own any shares of Class A Common Stock.
|
| | (ii) Shared power to vote or to direct the vote:
Reporting Persons no longer beneficially own any shares of Class A Common Stock.
|
| | (iii) Sole power to dispose or to direct the disposition of:
Reporting Persons no longer beneficially own any shares of Class A Common Stock.
|
| | (iv) Shared power to dispose or to direct the disposition of:
Reporting Persons no longer beneficially own any shares of Class A Common Stock.
|
| Item 5. | Ownership of 5 Percent or Less of a Class. |
| | 
Ownership of 5 percent or less of a class
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| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. |
| |
Not Applicable
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| 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
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| Item 8. | Identification and Classification of Members of the Group. |
| |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. |
| |
Not Applicable
|