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Filing Details

Accession Number:: 0001062993-22-010152
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2022-04-12 21:35:51
Reporting Period:: 2022-04-08

Accepted Time:: 2022-04-12 21:35:51
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	Insider Title	Director	Officer	Large Shareholder	Other
1719473	R. Kenneth Brotman	C/O Acon Investments, L.l.c. 1133 Connecticut Ave., Nw, Suite 700 Washington DC 20036		Yes	No	No	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	2022-04-08	23,468	$0.00	23,468	No	4	C	Indirect	By ACON Funko Investors, L.L.C.
Class A Common Stock	Disposition	2022-04-08	23,468	$18.12	0	No	4	S	Indirect	By ACON Funko Investors, L.L.C.
Class A Common Stock	Disposition	2022-04-08	11,117	$18.12	3,478,839	No	4	S	Indirect	By ACON Funko Investors Holdings 1, L.L.C.
Class A Common Stock	Disposition	2022-04-08	4,687	$18.12	1,466,841	No	4	S	Indirect	By ACON Funko Investors Holdings 2.5, L.L.C.
Class A Common Stock	Disposition	2022-04-08	13,086	$18.12	4,095,234	No	4	S	Indirect	By ACON Funko Investors Holdings 3.5, L.L.C.
Class A Common Stock	Disposition	2022-04-08	44	$18.12	13,884	No	4	S	Indirect	By ACON Funko Manager, L.L.C.
Class B Common Stock	Disposition	2022-04-08	23,468	$0.00	7,343,882	No	4	D	Indirect	By ACON Funko Investors, L.L.C.
Class A Common Stock	Acquisiton	2022-04-12	44,472	$0.00	44,472	No	4	C	Indirect	By ACON Funko Investors, L.L.C.
Class A Common Stock	Disposition	2022-04-12	44,472	$18.01	0	No	4	S	Indirect	By ACON Funko Investors, L.L.C.
Class A Common Stock	Disposition	2022-04-12	21,067	$18.01	3,457,772	No	4	S	Indirect	By ACON Funko Investors Holdings 1, L.L.C.
Class A Common Stock	Disposition	2022-04-12	8,883	$18.01	1,457,958	No	4	S	Indirect	By ACON Funko Investors Holdings 2.5, L.L.C.
Class A Common Stock	Disposition	2022-04-12	24,800	$18.01	4,070,434	No	4	S	Indirect	By ACON Funko Investors Holdings 3.5, L.L.C.
Class A Common Stock	Disposition	2022-04-12	84	$18.01	13,800	No	4	S	Indirect	By ACON Funko Manager, L.L.C.
Class B Common Stock	Disposition	2022-04-12	44,472	$0.00	7,299,410	No	4	D	Indirect	By ACON Funko Investors, L.L.C.

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	C	Indirect	By ACON Funko Investors, L.L.C.
No	4	S	Indirect	By ACON Funko Investors, L.L.C.
No	4	S	Indirect	By ACON Funko Investors Holdings 1, L.L.C.
No	4	S	Indirect	By ACON Funko Investors Holdings 2.5, L.L.C.
No	4	S	Indirect	By ACON Funko Investors Holdings 3.5, L.L.C.
No	4	S	Indirect	By ACON Funko Manager, L.L.C.
No	4	D	Indirect	By ACON Funko Investors, L.L.C.
No	4	C	Indirect	By ACON Funko Investors, L.L.C.
No	4	S	Indirect	By ACON Funko Investors, L.L.C.
No	4	S	Indirect	By ACON Funko Investors Holdings 1, L.L.C.
No	4	S	Indirect	By ACON Funko Investors Holdings 2.5, L.L.C.
No	4	S	Indirect	By ACON Funko Investors Holdings 3.5, L.L.C.
No	4	S	Indirect	By ACON Funko Manager, L.L.C.
No	4	D	Indirect	By ACON Funko Investors, L.L.C.

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 of Funko Acquisition Holdings, L.L.C.	Disposition	2022-04-08	23,468	$0.00	23,468	$0.00
Class A Common Stock	Common Units of Funko Acquisition Holdings, L.L.C.	Disposition	2022-04-12	44,472	$0.00	44,472	$0.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
7,343,882			No	4	C	Indirect
7,299,410			No	4	C	Indirect

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Class A Common Stock	5,900	Indirect	By ACON Funko Manager, L.L.C.

Footnotes

Represents the redemption by the Issuer of common units of Funko Acquisition Holdings, L.L.C. in exchange for newly-issued shares of Class A common stock on a one-for-one basis.
ACON Funko Manager, L.L.C. is (x) the sole manager of, and exercises voting and investment power over shares held by, ACON Funko Investors, L.L.C. and (y) the sole managing member of, and exercises voting and investment power over shares held by, ACON Funko Investors Holdings 1, L.L.C. ACON Equity GenPar, L.L.C. is the sole managing member of, and exercises voting and investment power over shares held by, each of ACON Funko Investors Holdings 2.5, L.L.C. and ACON Funko Investors Holdings 3.5, L.L.C. Voting and investment decisions at ACON Funko Manager, L.L.C. are made by a board of managers, the members of which are Bernard Aronson, Kenneth Brotman, Jonathan Ginns, Daniel Jinich, Andre Bhatia and Aron Schwartz. Voting and investment decisions at ACON Equity GenPar, L.L.C. are made by an investment committee, the members of which are Bernard Aronson, Kenneth Brotman, Jonathan Ginns, Daniel Jinich, Andre Bhatia and Aron Schwartz.
The Reporting Person is employed by an affiliate of ACON Funko Manager, L.L.C. and ACON Equity GenPar, L.L.C., and may be deemed to beneficially own securities owned by them. Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, if any, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 of the Exchange Act or any other purpose.
The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted on December 10, 2021.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $18.11 to $18.28, 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 footnotes (5) and (8) to this Form 4.
The shares of 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 of Funko Acquisition Holdings, L.L.C.
Reflects the cancellation for no consideration of a number of shares of Class B common stock equal to the number of common units of Funko Acquisition Holdings, L.L.C. redeemed by the Issuer pursuant to their terms in connection with the redemption.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $18.00 to $18.07, inclusive.
Gino Dellomo, a former director of the Issuer, has an agreement with ACON Funko Manager, L.L.C. pursuant to which he holds the reported securities for the benefit of ACON Funko Manager, L.L.C. Accordingly, Mr. Dellomo disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, if any, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 of the Exchange Act, or any other purpose. The grant and exercise of such securities are exempt from Schedule 16(b) pursuant to Rule 16b-3(d) and Rule 16b-6(b), respectively, under the Exchange Act.
At the request of the holder, the common units may be redeemed for, at the Issuer's election, newly-issued shares of Class A common stock on a one-for-one basis or a cash payment equal to a volume weighted average market price of one share of Class A common stock for each common unit redeemed.