Sec Form 4 Filing - KKR Group Partnership L.P. @ AppLovin Corp - 2024-03-06

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
KKR Group Partnership L.P.
2. Issuer Name and Ticker or Trading Symbol
AppLovin Corp [ APP]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
30 HUDSON YARDS,
3. Date of Earliest Transaction (MM/DD/YY)
03/06/2024
(Street)
NEW YORK, NY10001
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock 03/06/2024 C( 1 ) 16,000,000 A 20,449,890 I See footnotes ( 2 ) ( 3 )
Class A Common Stock 03/06/2024 S 19,866,397 D $ 54.46 583,493 I See footnotes ( 2 ) ( 3 )
Class A Common Stock 03/06/2024 J( 4 ) 416,926 D $ 0 166,567 I See footnotes ( 2 ) ( 3 )
Class A Common Stock 03/06/2024 G( 6 ) 26,790 D $ 0 0 I See footnote ( 6 )
Class A Common Stock 03/06/2024 G( 7 ) 46,812 D $ 0 0 I See footnote ( 7 )
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. De emed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Class B Common Stock ( 5 ) 03/06/2024 C( 1 ) 16,000,000 ( 5 ) ( 5 ) Class A Common Stock 16,000,000 $ 0 22,905,489 I See footnotes ( 2 ) ( 3 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
KKR Group Partnership L.P.
30 HUDSON YARDS
NEW YORK, NY10001
X
KKR Group Holdings Corp.
30 HUDSON YARDS
NEW YORK, NY10001
X
KKR Group Co. Inc.
30 HUDSON YARDS
NEW YORK, NY10001
X
KKR & Co. Inc.
30 HUDSON YARDS
NEW YORK, NY10001
X
KKR Management LLP
30 HUDSON YARDS
NEW YORK, NY10001
X
KRAVIS HENRY R
C/O KOHLBERG KRAVIS ROBERTS & CO. L.P.
30 HUDSON YARDS
NEW YORK, NY10001
X
ROBERTS GEORGE R
C/O KOHLBERG KRAVIS ROBERTS & CO. L.P.
2800 SAND HILL ROAD, SUITE 200
MENLO PARK, CA94025
X
Signatures
KKR GROUP PARTNERSHIP L.P. By: KKR Group Holdings Corp., its general partner By: /s/ Christopher Lee Name: Christopher Lee Title: Secretary 03/08/2024
Signature of Reporting Person Date
KKR GROUP HOLDINGS CORP. By: /s/ Christopher Lee Name: Christopher Lee Title: Secretary 03/08/2024
Signature of Reporting Person Date
KKR GROUP CO. INC. By: /s/ Christopher Lee Name: Christopher Lee Title: Secretary 03/08/2024
Signature of Reporting Person Date
KKR & CO. INC. By: /s/ Christopher Lee Name: Christopher Lee Title: Secretary 03/08/2024
Signature of Reporting Person Date
KKR MANAGEMENT LLP By: /s/ Christopher Lee Name: Christopher Lee Title: Assistant Secretary 03/08/2024
Signature of Reporting Person Date
HENRY R. KRAVIS By: /s/ Christopher Lee Name: Christopher Lee Title: Attorney-in-fact 03/08/2024
Signature of Reporting Person Date
GEORGE R. ROBERTS By: /s/ Christopher Lee Name: Christopher Lee Title: Attorney-in-fact 03/08/2024
Signature of Reporting Person Date
Explanation of Responses:
( 1 )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.
( 2 )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.
( 3 )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.
( 4 )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.
( 5 )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.
( 6 )Represents the donation by the George R. Roberts 2003 Revocable Trust of shares received in the in-kind distribution described in footnote (4) above.
( 7 )Represents the donation by Henry R. Kravis of shares received in the in-kind distribution described in footnote (4) above.

Remarks:
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.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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