Statement of Changes in Beneficial Ownership (Form 4)

Ownership Submission

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN 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

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(Print or Type Responses)

1. Name and Address of Reporting Person * Foroughi Arash Adam 2. Issuer Name and Ticker or Trading Symbol AppLovin Corp [APP] 5. 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 (Last) (First) (Middle) 1100 PAGE MILL ROAD 3. Date of Earliest Transaction (Month/Day/Year) 12/09/2024 (Street) PALO ALTO, CA 94304 4. If Amendment, Date 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 (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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 12/09/2024 S 300 D $334.03(1) 3,158,335(2) D Class A Common Stock 12/09/2024 S 400 D $335.75(3) 3,157,935(2) D Class A Common Stock 12/09/2024 S 1,077 D $336.61(4) 3,156,858(2) D Class A Common Stock 12/09/2024 S 600 D $337.94(5) 3,156,258(2) D Class A Common Stock 12/09/2024 S 1,980 D $339.34(6) 3,154,278(2) D Class A Common Stock 12/09/2024 S 3,745 D $340.48(7) 3,150,533(2) D Class A Common Stock 12/09/2024 S 7,894 D $341.48(8) 3,142,639(2) D Class A Common Stock 12/09/2024 S 6,953 D $342.23(9) 3,135,686(2) D Class A Common Stock 12/09/2024 S 2,686 D $343.36(10) 3,133,000(2) D Class A Common Stock 12/09/2024 S 3,875 D $344.41(11) 3,129,125(2) D Class A Common Stock 12/09/2024 S 3,700 D $345.43(12) 3,125,425(2) D Class A Common Stock 12/09/2024 S 1,633 D $346.34(13) 3,123,792(2) D Class A Common Stock 12/09/2024 S 1,014 D $347.53(14) 3,122,778(2) D Class A Common Stock 12/09/2024 S 2,492 D $348.4(15) 3,120,286(2) D Class A Common Stock 12/09/2024 S 870 D $349.55(16) 3,119,416(2) D Class A Common Stock 12/09/2024 S 900 D $350.23(17) 3,118,516(2) D Class A Common Stock 12/09/2024 S 1,477 D $351.96(18) 3,117,039(2) D Class A Common Stock 12/09/2024 S 1,323 D $352.79(19) 3,115,716(2) D Class A Common Stock 12/09/2024 S 1,100 D $353.78(20) 3,114,616(2) D Class A Common Stock 12/09/2024 S 1,300 D $354.98(21) 3,113,316(2) D Class A Common Stock 12/09/2024 S 1,200 D $356.15(22) 3,112,116(2) D Class A Common Stock 12/09/2024 S 1,100 D $357.02(23) 3,111,016(2) D Class A Common Stock 12/09/2024 S 600 D $358.39(24) 3,110,416(2) D Class A Common Stock 12/09/2024 S 300 D $359.79(25) 3,110,116(2) D Class A Common Stock 12/09/2024 S 381 D $361.42(26) 3,109,735(2) D Class A Common Stock 12/09/2024 S 300 D $362.22(27) 3,109,435(2) D Class A Common Stock 12/09/2024 S 400 D $363.18(28) 3,109,035(2) D Class A Common Stock 12/09/2024 S 200 D $364.45(29) 3,108,835(2) D Class A Common Stock 12/09/2024 S 200 D $367.19(30) 3,108,635(2) D Class A Common Stock 12/10/2024 S 4,802 D $320.13(31) 3,103,833(2) D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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 control number.	SEC 1474 (9-02)

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)	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

Reporting Owners

Reporting Owner Name / Address	Relationships
Director	10% Owner	Officer	Other
Foroughi Arash Adam 1100 PAGE MILL ROAD PALO ALTO, CA 94304	X	X	CEO & Chairperson

Signatures

/s/ Victoria Valenzuela, Attorney-in-fact	12/11/2024
**Signature of Reporting Person	Date

Explanation of Responses:

*	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).
(1)	The sales were executed in multiple trades at prices ranging from $333.97 to $334.14. The price reported reflects the weighted average sale price. The Reporting Person undertakes to provide upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate sale price.
(10)	The sales were executed in multiple trades at prices ranging from $342.96 to $343.93. The price reported reflects the weighted average sale price. The Reporting Person undertakes to provide upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate sale price.
(11)	The sales were executed in multiple trades at prices ranging from $343.97 to $344.96. The price reported reflects the weighted average sale price. The Reporting Person undertakes to provide upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate sale price.
(12)	The sales were executed in multiple trades at prices ranging from $344.98 to $345.88. The price reported reflects the weighted average sale price. The Reporting Person undertakes to provide upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate sale price.
(13)	The sales were executed in multiple trades at prices ranging from $345.98 to $346.90. The price reported reflects the weighted average sale price. The Reporting Person undertakes to provide upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate sale price.
(14)	The sales were executed in multiple trades at prices ranging from $347.00 to $347.90. The price reported reflects the weighted average sale price. The Reporting Person undertakes to provide upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate sale price.
(15)	The sales were executed in multiple trades at prices ranging from $348.00 to $348.91. The price reported reflects the weighted average sale price. The Reporting Person undertakes to provide upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate sale price.
(16)	The sales were executed in multiple trades at prices ranging from $349.00 to $349.93. The price reported reflects the weighted average sale price. The Reporting Person undertakes to provide upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate sale price.
(17)	The sales were executed in multiple trades at prices ranging from $350.00 to $350.52. The price reported reflects the weighted average sale price. The Reporting Person undertakes to provide upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate sale price.
(18)	The sales were executed in multiple trades at prices ranging from $351.33 to $352.29. The price reported reflects the weighted average sale price. The Reporting Person undertakes to provide upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate sale price.
(19)	The sales were executed in multiple trades at prices ranging from $352.33 to $353.24. The price reported reflects the weighted average sale price. The Reporting Person undertakes to provide upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate sale price.
(2)	Certain of these securities are represented by RSUs.
(20)	The sales were executed in multiple trades at prices ranging from $353.40 to $354.39. The price reported reflects the weighted average sale price. The Reporting Person undertakes to provide upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate sale price.
(21)	The sales were executed in multiple trades at prices ranging from $354.60 to $355.41. The price reported reflects the weighted average sale price. The Reporting Person undertakes to provide upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate sale price.
(22)	The sales were executed in multiple trades at prices ranging from $355.65 to $356.52. The price reported reflects the weighted average sale price. The Reporting Person undertakes to provide upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate sale price.
(23)	The sales were executed in multiple trades at prices ranging from $356.66 to $357.57. The price reported reflects the weighted average sale price. The Reporting Person undertakes to provide upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate sale price.
(24)	The sales were executed in multiple trades at prices ranging from $357.82 to $358.76. The price reported reflects the weighted average sale price. The Reporting Person undertakes to provide upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate sale price.
(25)	The sales were executed in multiple trades at prices ranging from $359.38 to $360.00. The price reported reflects the weighted average sale price. The Reporting Person undertakes to provide upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate sale price.
(26)	The sales were executed in multiple trades at prices ranging from $360.92 to $361.88. The price reported reflects the weighted average sale price. The Reporting Person undertakes to provide upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate sale price.
(27)	The sales were executed in multiple trades at prices ranging from $361.98 to $362.70. The price reported reflects the weighted average sale price. The Reporting Person undertakes to provide upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate sale price.
(28)	The sales were executed in multiple trades at prices ranging from $362.98 to $363.41. The price reported reflects the weighted average sale price. The Reporting Person undertakes to provide upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate sale price.
(29)	The sales were executed in multiple trades at prices ranging from $364.00 to $364.89. The price reported reflects the weighted average sale price. The Reporting Person undertakes to provide upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate sale price.
(3)	The sales were executed in multiple trades at prices ranging from $335.25 to $336.22. The price reported reflects the weighted average sale price. The Reporting Person undertakes to provide upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate sale price.
(30)	The sales were executed in multiple trades at prices ranging from $366.88 to $367.49. The price reported reflects the weighted average sale price. The Reporting Person undertakes to provide upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate sale price.
(31)	The sales were executed in multiple trades at prices ranging from $319.69 to $320.64. The price reported reflects the weighted average sale price. The Reporting Person undertakes to provide upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate sale price.
(4)	The sales were executed in multiple trades at prices ranging from $336.26 to $337.15. The price reported reflects the weighted average sale price. The Reporting Person undertakes to provide upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate sale price.
(5)	The sales were executed in multiple trades at prices ranging from $337.52 to $338.35. The price reported reflects the weighted average sale price. The Reporting Person undertakes to provide upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate sale price.
(6)	The sales were executed in multiple trades at prices ranging from $338.89 to $339.82. The price reported reflects the weighted average sale price. The Reporting Person undertakes to provide upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate sale price.
(7)	The sales were executed in multiple trades at prices ranging from $339.94 to $340.92. The price reported reflects the weighted average sale price. The Reporting Person undertakes to provide upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate sale price.
(8)	The sales were executed in multiple trades at prices ranging from $340.96 to $341.93. The price reported reflects the weighted average sale price. The Reporting Person undertakes to provide upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate sale price.
(9)	The sales were executed in multiple trades at prices ranging from $341.96 to $342.92. The price reported reflects the weighted average sale price. The Reporting Person undertakes to provide upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate sale price.
Remarks: Form 1 of 3.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

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