SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0104
Estimated average burden
hours per response: 0.5
1. Name and Address of Reporting Person*
Foroughi Arash Adam

(Last) (First) (Middle)
1100 PAGE MILL ROAD

(Street)
PALO ALTO CA 94304

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
04/14/2021
3. Issuer Name and Ticker or Trading Symbol
Applovin Corp [ APP ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
X Officer (give title below) Other (specify below)
CEO & Chairperson
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Class F Common Stock(1) (1) (1) Class A Common Stock 12,900,000 (1) D
Class B Common Stock(2) (3) (3) Class A Common Stock 15,036,907 (3) D
Class B Common Stock(2) (3) (3) Class A Common Stock 8,347,752 (3) I See footnote(4)
Class B Common Stock(2) (3) (3) Class A Common Stock 237,283 (3) I See footnote(5)
Class B Common Stock(2) (3) (3) Class A Common Stock 237,283 (3) I See footnote(6)
Class B Common Stock(2) (3) (3) Class A Common Stock 237,283 (3) I See footnote(7)
Class B Common Stock(2) (3) (3) Class A Common Stock 237,283 (3) I See footnote(8)
Class B Common Stock(2) (3) (3) Class A Common Stock 237,283 (3) I See footnote(9)
Explanation of Responses:
1. Immediately prior to the completion of the Issuer's initial public offering of Class A Common Stock, each share of Class F Common Stock shall be converted into one share of Class A Common Stock. Such shares of Class A Common Stock held by the Reporting Person will be automatically immediately exchanged for an equal number of shares of Class B Common Stock, pursuant to an Exchange Agreement with the Issuer, dated March 16, 2021 (the "Exchange Agreement").
2. Represents shares of Class A Common Stock which, pursuant to the terms of the Exchange Agreement, 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.
3. 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.
4. Shares are held by The Foroughi 2015 Irrevocable Trust for the benefit of the Reporting Person's children. The Reporting Person disclaims beneficial ownership of these shares, and the filing of this report is not an admission that the Reporting Person is the beneficial owner of these shares for purposes of Section 16 or for any other purpose.
5. Shares are held by DLF 2020 LLC for the benefit of the Reporting Person's children. The Reporting Person disclaims beneficial ownership of these shares, and the filing of this report is not an admission that the Reporting Person is the beneficial owner of these shares for purposes of Section 16 or for any other purpose.
6. Shares are held by HDF 2020 LLC for the benefit of the Reporting Person's children. The Reporting Person disclaims beneficial ownership of these shares, and the filing of this report is not an admission that the Reporting Person is the beneficial owner of these shares for purposes of Section 16 or for any other purpose.
7. Shares are held by KMF 2020 LLC for the benefit of the Reporting Person's children. The Reporting Person disclaims beneficial ownership of these shares, and the filing of this report is not an admission that the Reporting Person is the beneficial owner of these shares for purposes of Section 16 or for any other purpose.
8. Shares are held by OHF 2020 LLC for the benefit of the Reporting Person's children. The Reporting Person disclaims beneficial ownership of these shares, and the filing of this report is not an admission that the Reporting Person is the beneficial owner of these shares for purposes of Section 16 or for any other purpose.
9. Shares are held by WNF 2020 LLC for the benefit of the Reporting Person's children. The Reporting Person disclaims beneficial ownership of these shares, and the filing of this report is not an admission that the Reporting Person is the beneficial owner of these shares for purposes of Section 16 or for any other purpose.
Remarks:
Exhibit 24 - Power of Attorney
/s/ Victoria Valenzuela, Attorney-in-fact 04/14/2021
** Signature of Reporting Person Date
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 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.