AppLovin Corp — Director's Dealing 2021

Apr 15, 2021

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: Applovin Corp (APP)
CIK: 0001751008
Period of Report: 2021-04-14

Reporting Person: Chen Herald Y (Director, President & CFO)

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option (right to buy)	$5.05	2029-11-05	Class A Common Stock (2360400)		Direct
Class B Common Stock	$		Class A Common Stock (1986059)		Direct
Class B Common Stock	$		Class A Common Stock (300000)		Indirect

Footnotes

F1: The option provides for an early-exercise provision and is exercisable as to unvested shares, subject to the Issuer's right of repurchase. The option, originally for 4,800,000 shares, of which 2,439,600 shares have been early-exercised, will vest as to 1/4th of the total shares on November 4, 2020 with 1/48th of the total shares vesting monthly thereafter, subject to the Reporting Person continuing as a service provider through each such date. Following the completion of the Issuer's initial public offering of Class A Common Stock, and pursuant to an Equity Exchange Right Agreement entered into between the Issuer and the Reporting Person, dated March 16, 2021, the Reporting Person will have a right (but not an obligation) to require the Issuer to exchange any shares of Class A Common Stock received upon the exercise of this option to purchase shares of Class A Common Stock for an equivalent number of shares of Class B Common Stock.

F2: Represents shares of Class A Common Stock which will be automatically exchanged into shares of Class B Common Stock in connection with the closing of the Issuer's initial public offering of Class A Common Stock, pursuant to an Exchange Agreement with the Issuer, dated March 16, 2021.

F3: Shares of Class B Common Stock are exchangeable at any time, at the option of the Reporting Person and automatically in connection with certain transfers and upon certain other events, into an equal number of shares of Class A Common Stock.

F4: Shares are held by The Chen Family 2012 Irrevocable Trust, for which the Reporting Person and his spouse serve as trustees.