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Filing Details

Accession Number:: 0001140361-25-004052
Form Type:: 13G Filing
Publication Date:: 2025-02-11 19:00:00

Filed By:: KKR Denali Holdings L.P.
Company:: Applovin Corp
Filing Date:: 2025-02-12
SEC Url:: 13G Filing

Ownership Summary

Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.

Name	Beneficially Owned Number of Shares	Beneficially Owned Number of Aggregate Shares	Percent of Class
KKR Denali Holdings L.P.	0	0	0%
KKR Denali Holdings GP LLC	0	0	0%
KKR Americas Fund XII L.P.	0	0	0%
KKR Associates Americas XII L.P.	0	0	0%
KKR Americas XII Ltd	0	0	0%
KKR Group Partnership L.P.	0	0	0%
KKR Group Holdings Corp.	0	0	0%
KKR Group Co. Inc.	0	0	0%
KKR & Co. Inc.	0	0	0%
KKR Management LLP	0	0	0%
Henry R. Kravis	0	0	0%
George R. Roberts	0	0	0%

Filing

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 4)

AppLovin Corp

(Name of Issuer)

Class A Common Stock, par value $0.00003 per share

(Title of Class of Securities)

03831W108

(CUSIP Number)

12/31/2024

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No.

03831W108

Names of Reporting Persons

KKR Denali Holdings L.P.

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

(a)

(b)

Sec Use Only

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 0.00

Aggregate Amount Beneficially Owned by Each Reporting Person

0.00

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)

0 %

Type of Reporting Person (See Instructions)

SCHEDULE 13G

CUSIP No.

03831W108

Names of Reporting Persons

KKR Denali Holdings GP LLC

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

(a)

(b)

Sec Use Only

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 0.00

Aggregate Amount Beneficially Owned by Each Reporting Person

0.00

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)

0 %

Type of Reporting Person (See Instructions)

SCHEDULE 13G

CUSIP No.

03831W108

Names of Reporting Persons

KKR Americas Fund XII L.P.

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

(a)

(b)

Sec Use Only

Citizenship or Place of Organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 0.00

Aggregate Amount Beneficially Owned by Each Reporting Person

0.00

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)

0 %

Type of Reporting Person (See Instructions)

SCHEDULE 13G

CUSIP No.

03831W108

Names of Reporting Persons

KKR Associates Americas XII L.P.

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

(a)

(b)

Sec Use Only

Citizenship or Place of Organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 0.00

Aggregate Amount Beneficially Owned by Each Reporting Person

0.00

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)

0 %

Type of Reporting Person (See Instructions)

SCHEDULE 13G

CUSIP No.

03831W108

Names of Reporting Persons

KKR Americas XII Ltd

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

(a)

(b)

Sec Use Only

Citizenship or Place of Organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 0.00

Aggregate Amount Beneficially Owned by Each Reporting Person

0.00

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)

0 %

Type of Reporting Person (See Instructions)

SCHEDULE 13G

CUSIP No.

03831W108

Names of Reporting Persons

KKR Group Partnership L.P.

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

(a)

(b)

Sec Use Only

Citizenship or Place of Organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 0.00

Aggregate Amount Beneficially Owned by Each Reporting Person

0.00

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)

0 %

Type of Reporting Person (See Instructions)

SCHEDULE 13G

CUSIP No.

03831W108

Names of Reporting Persons

KKR Group Holdings Corp.

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

(a)

(b)

Sec Use Only

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 0.00

Aggregate Amount Beneficially Owned by Each Reporting Person

0.00

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)

0 %

Type of Reporting Person (See Instructions)

SCHEDULE 13G

CUSIP No.

03831W108

Names of Reporting Persons

KKR Group Co. Inc.

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

(a)

(b)

Sec Use Only

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 0.00

Aggregate Amount Beneficially Owned by Each Reporting Person

0.00

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)

0 %

Type of Reporting Person (See Instructions)

SCHEDULE 13G

CUSIP No.

03831W108

Names of Reporting Persons

KKR & Co. Inc.

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

(a)

(b)

Sec Use Only

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 0.00

Aggregate Amount Beneficially Owned by Each Reporting Person

0.00

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)

0 %

Type of Reporting Person (See Instructions)

SCHEDULE 13G

CUSIP No.

03831W108

Names of Reporting Persons

KKR Management LLP

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

(a)

(b)

Sec Use Only

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 0.00

Aggregate Amount Beneficially Owned by Each Reporting Person

0.00

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)

0 %

Type of Reporting Person (See Instructions)

SCHEDULE 13G

CUSIP No.

03831W108

Names of Reporting Persons

Henry R. Kravis

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 0.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 0.00

Aggregate Amount Beneficially Owned by Each Reporting Person

0.00

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)

0 %

Type of Reporting Person (See Instructions)

SCHEDULE 13G

CUSIP No.

03831W108

Names of Reporting Persons

George R. Roberts

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 0.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 0.00

Aggregate Amount Beneficially Owned by Each Reporting Person

0.00

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)

0 %

Type of Reporting Person (See Instructions)

SCHEDULE 13G

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);

(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:

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

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.

Not Applicable

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.

KKR Denali Holdings L.P.

Signature:	/s/ Christopher Lee
Name/Title:	Christopher Lee, Assistant Secretary of KKR Denali Holdings GP LLC, See Exhibit 99.1
Date:	02/12/2025

KKR Denali Holdings GP LLC

Signature:	/s/ Christopher Lee
Name/Title:	Christopher Lee, Assistant Secretary, See Exhibit 99.1
Date:	02/12/2025

KKR Americas Fund XII L.P.

Signature:	/s/ Christopher Lee
Name/Title:	Christopher Lee, Assistant Secretary of KKR Americas XII Limited, See Exhibit 99.1
Date:	02/12/2025

KKR Associates Americas XII L.P.

Signature:	/s/ Christopher Lee
Name/Title:	Christopher Lee, Assistant Secretary of KKR Americas XII Limited, See Exhibit 99.1
Date:	02/12/2025

KKR Americas XII Ltd

Signature:	/s/ Christopher Lee
Name/Title:	Christopher Lee, Assistant Secretary, See Exhibit 99.1
Date:	02/12/2025

KKR Group Partnership L.P.

Signature:	/s/ Christopher Lee
Name/Title:	Christopher Lee, Secretary of KKR Group Holdings Corp., See Exhibit 99.1
Date:	02/12/2025

KKR Group Holdings Corp.

Signature:	/s/ Christopher Lee
Name/Title:	Christopher Lee, Secretary, See Exhibit 99.1
Date:	02/12/2025

KKR Group Co. Inc.

Signature:	/s/ Christopher Lee
Name/Title:	Christopher Lee, Secretary, See Exhibit 99.1
Date:	02/12/2025

KKR & Co. Inc.

Signature:	/s/ Christopher Lee
Name/Title:	Christopher Lee, Secretary, See Exhibit 99.1
Date:	02/12/2025

KKR Management LLP

Signature:	/s/ Christopher Lee
Name/Title:	Christopher Lee, Assistant Secretary, See Exhibit 99.1
Date:	02/12/2025

Henry R. Kravis

Signature:	/s/ Christopher Lee
Name/Title:	Christopher Lee, Attorney-in-fact, See Exhibit 99.1
Date:	02/12/2025

George R. Roberts

Signature:	/s/ Christopher Lee
Name/Title:	Christopher Lee, Attorney-in-fact, See Exhibit 99.1
Date:	02/12/2025

Exhibit Information

Exhibit Number Title 99.1 Signature Pages