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Filing Details

Accession Number:: 0000899243-19-003535
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2019-02-13 21:30:48
Reporting Period:: 2019-02-11

Accepted Time:: 2019-02-13 21:30:48
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1704711	Funko Inc.	FNKO	Games, Toys & Children's Vehicles (No Dolls & Bicycles) (3944)	000000000

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
1719500	L. Richard Mcnally	4 Embarcadero Center, Suite 1400 San Francisco, CA 94111	No	No	Yes	No
1720908	Fundamental Capital Partners, Llc	4 Embarcadero Center, Suite 1400 San Francisco CA 94111	No	No	Yes	No
1720926	Funko International, Llc	4 Embarcadero Center, Suite 1400 San Francisco CA 94111	No	No	Yes	No
1720927	G. Kevin Keenley	4 Embarcadero Center, Suite 1400 San Francisco CA 94111	No	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Class A Common Stock	Acquisiton	2019-02-11	270,000	$0.00	270,000	No	4	C	Indirect	By Fundamental Capital, LLC
Class B Common Stock	Disposition	2019-02-11	270,000	$0.00	973,138	No	4	D	Indirect	By Fundamental Capital, LLC
Class A Common Stock	Disposition	2019-02-11	5,903	$17.49	264,097	No	4	S	Indirect	By Fundamental Capital, LLC
Class A Common Stock	Disposition	2019-02-12	12,097	$18.11	252,000	No	4	S	Indirect	By Fundamental Capital, LLC
Class A Common Stock	Disposition	2019-02-13	9,000	$18.45	243,000	No	4	S	Indirect	By Fundamental Capital, LLC
Class A Common Stock	Acquisiton	2019-02-11	1,230,000	$0.00	1,230,000	No	4	C	Indirect	By Fundamental Capital, LLC
Class B Common Stock	Disposition	2019-02-11	1,230,000	$0.00	4,456,538	No	4	D	Indirect	By Funko International, LLC
Class A Common Stock	Disposition	2019-02-11	26,891	$17.49	1,203,109	No	4	S	Indirect	By Funko International, LLC
Class A Common Stock	Disposition	2019-02-12	55,109	$18.11	1,148,000	No	4	S	Indirect	By Funko International, LLC
Class A Common Stock	Disposition	2019-02-13	41,000	$18.45	1,107,000	No	4	S	Indirect	By Funko International, LLC

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	C	Indirect	By Fundamental Capital, LLC
No	4	D	Indirect	By Fundamental Capital, LLC
No	4	S	Indirect	By Fundamental Capital, LLC
No	4	S	Indirect	By Fundamental Capital, LLC
No	4	S	Indirect	By Fundamental Capital, LLC
No	4	C	Indirect	By Fundamental Capital, LLC
No	4	D	Indirect	By Funko International, LLC
No	4	S	Indirect	By Funko International, LLC
No	4	S	Indirect	By Funko International, LLC
No	4	S	Indirect	By Funko International, LLC

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Class A Common Stock	Common Units	Disposition	2019-02-11	270,000	$0.00	270,000	$0.00
Class A Common Stock	Common Units	Disposition	2019-02-11	1,230,000	$0.00	1,230,000	$0.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
973,138			No	4	C	Indirect
4,456,538			No	4	C	Indirect

Footnotes

Common Units of Funko Acquisition Holdings, L.L.C. ("Common Units") may be redeemed by the Reporting Person at any time for shares of Class A common stock, par value $0.0001 per share ("Class A Common Stock"), on a one-for-one basis.
Fundamental Capital, LLC ("Fundamental Capital") is the Manager of Funko International, LLC ("Funko International") and Fundamental Capital Partners, LLC ("FCP") is the Manager of Fundamental Capital. Richard McNally and Kevin Keenley are the sole members of and hold voting membership interests in FCP. Each Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of their respective pecuniary interests therein, if any.
Shares of Class B common stock, par value $0.0001 per share ("Class B Common Stock") (i) confer no incidents of economic ownership on the holders thereof, (ii) only confer voting rights on the holders thereof, and (iii) may only be issued, on a one-for-one basis, to the permitted holders of Common Units.
Reflects the cancellation for no consideration of a number of shares of Class B Common Stock in connection with the redemption by the Reporting Person of an equal number of Common Units for Class A Common Stock.
The Form 3 filed by the Reporting Persons on 11/02/2017 reported ownership on a combined basis by Fundamental Capital and Funko International of their shares of Class B Common Stock in Table I and Common Units in Table II, with corresponding footnotes explaining their respective holdings. For this Form 4, their respective holdings are reported in separate rows in Table I and Table II.
The price reported is a weighted average price. These shares of Class A Common Stock were sold in multiple transactions at prices ranging from $17.25 to $17.66, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.
The price reported is a weighted average price. These shares of Class A Common Stock were sold in multiple transactions at prices ranging from $17.51 to $18.40, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.
The price reported is a weighted average price. These shares of Class A Common Stock were sold in multiple transactions at prices ranging from $18.02 to $18.67, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.