AppLovin SC 13G/A / Chen Herald Y ownership change

SCHEDULE 13G

CUSIP No.

03831W108

Names of Reporting Persons

Herald Chen

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 3,408,887.00
7	Sole Dispositive Power 3,218,877.00
8	Shared Dispositive Power 190,000.00

Aggregate Amount Beneficially Owned by Each Reporting Person

3,408,887.00

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)

1.1 %

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:

Herald Chen

(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 3,408,877 shares of common stock of the Issuer, based on (i) 621,209 shares of Class A Common Stock of the Issuer held by the reporting person, (ii) 190,000 shares of Class A Common Stock of the Issuer held by Herald Y. & Mei K. Chen, as trustees of The Chen Family 2012 Irrevocable Trust, for which the reporting person and his spouse serve as co-trustees (the "Chen Family Trust"), (iii) 717,467 shares of Class B Common Stock of the Issuer held by the reporting person, and (iv) 1,880,201 shares of Class A Common Stock of the Issuer subject to options held by Mr. Chen that are exercisable within 60 days of December 31, 2024. The ownership percentage in Row 11 of the cover page 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, as applicable of 1,880,201 shares of Class A Common Stock subject to options, and conversion of 717,467 shares of Class B Common Stock deemed beneficially owned by Mr. Chen into shares of Class A Common Stock. 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. Chen and Adam Foroughi, co-founder, Chief Executive Officer, and the Chairperson 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. The reporting person expressly disclaims beneficial ownership over any shares of Class A Common Stock or Class B Common Stock that he may be deemed to beneficially own solely by reason of the Voting Agreement. Mr. Foroughi has separately made a Schedule 13G filing reporting his beneficial ownership of shares of Class A Common Stock. Pursuant to an equity exchange right agreement entered into between the Issuer and Mr. Chen (the "Equity Award Exchange Agreement"), Mr. Chen has a right (but not an obligation) to require the Issuer to exchange any shares of Class A Common Stock received upon the exercise of options to purchase shares of Class A Common Stock for an equivalent number of shares of Class B Common Stock. This right applies only to equity awards granted to Mr. Chen prior to the effectiveness of the filing of the Issuer's amended and restated certificate of incorporation in connection with the Issuer's initial public offering. As of December 31, 2024, there were 1,880,201 shares of Class A Common Stock subject to options held by Mr. Chen subject to the Equity Award Exchange Agreement that may be exchanged, upon exercise, for an equivalent number of shares of Class B 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.

Herald Chen

Signature:	/s/ Herald Chen
Name/Title:	Herald Chen
Date:	02/07/2025

AppLovin (APP) SC 13G/AAppLovin / Chen Herald Y ownership change