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Filing Details

Accession Number:: 0001062993-22-013186
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2022-05-20 20:29:52
Reporting Period:: 2022-05-18

Accepted Time:: 2022-05-20 20:29:52
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		No	No	No	Yes

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	2022-05-18	5,900	$5.80	5,900	No	4	M	Direct
Class A Common Stock	Acquisiton	2022-05-19	5,289,174	$0.00	5,289,174	No	4	C	Indirect	By ACON Funko Investors, L.L.C.
Class A Common Stock	Disposition	2022-05-19	5,289,174	$21.00	0	No	4	S	Indirect	By ACON Funko Investors, L.L.C.
Class A Common Stock	Disposition	2022-05-19	2,763,898	$21.00	690,974	No	4	S	Indirect	By ACON Funko Investors Holdings 1, L.L.C.
Class A Common Stock	Disposition	2022-05-19	1,165,388	$21.00	291,347	No	4	S	Indirect	By ACON Funko Investors Holdings 2.5, L.L.C.
Class A Common Stock	Disposition	2022-05-19	3,253,617	$21.00	813,404	No	4	S	Indirect	By ACON Funko Investors Holdings 3.5, L.L.C.
Class A Common Stock	Disposition	2022-05-19	15,750	$21.00	3,938	No	4	S	Indirect	By ACON Funko Manager, L.L.C.
Class B Common Stock	Disposition	2022-05-19	5,289,174	$0.00	1,322,293	No	4	D	Indirect	By ACON Funko Investors, L.L.C.
Class A Common Stock	Disposition	2022-05-19	4,720	$21.00	1,180	No	4	S	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	M	Direct
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	S	Direct

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Class A Common Stock	Stock Option (Right to Buy)	Disposition	2022-05-18	5,900	$0.00	5,900	$5.80
Class A Common Stock	Common Units of Funko Acquisition Holdings, L.L.C.	Disposition	2022-05-19	5,289,174	$0.00	5,289,174	$0.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
0		2022-08-17	No	4	M	Direct
1,322,293			No	4	C	Indirect

Footnotes

Represents a stock option to purchase 5,900 shares of the Issuer's Class A common stock held by the Reporting Person, who, at the time of vesting, served on the Issuer's board of directors. The stock option vested in full on May 27, 2021.
The Reporting Person 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, 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 the reported shares for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or any other purpose. The grant and exercise of such securities are exempt from Section 16(b) pursuant to Rule 16b-3(d) and Rule 16b-6(b), respectively, under the Exchange Act.
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 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 the reported shares for purposes of Section 16 of the Exchange Act or any other purpose.
On May 19, 2022, pursuant to a Stock Purchase Agreement dated May 3, 2022 by and among the Reporting Person, ACON Funko Investors, L.L.C., ACON Funko Investors Holdings 1, L.L.C., ACON Funko Investors Holdings 2.5, L.L.C., ACON Funko Investors Holdings 3.5, L.L.C., ACON Funko Manager, L.L.C. and Adam Kriger (collectively, the "ACON Parties") and TCG 3.0 Fuji, LP, an affiliate of The Cherin Group ("TCG"), the ACON Parties sold 12,520,559 shares of Class A common stock (including 23,292 shares of Class A common stock issued upon the redemption of 23,292 common units of Funko Acquisition Holdings, L.L.C. and the cancellation of 14,557 shares of Class B common stock owned by Mr. Kriger) to TCG.
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.
On May 3, 2022, the common units of Funko Acquisition Holdings, L.L.C. were recapitalized through a reverse unit split, which resulted in the cancellation of approximately 0.9 million outstanding shares of the Issuer's Class B common stock in accordance with the Issuer's amended and restated certificate of incorporation (the "Recapitalization"). As a result of the Recapitalization, the common units and shares of Class B common stock beneficially owned by ACON Funko Manager, L.L.C. were each reduced by 681,823 and the common units and shares of Class B common stock beneficially owned by Mr. Kriger were reduced by 3,002 and 1,501, respectively.
Pursuant to the award agreement, the stock option will expire on May 27, 2030 unless earlier forfeited. The Reporting Person resigned from the Issuer's board of directors effective May 19, 2022. As a result, the stock option was subject to forfeiture if not exercised by August 17, 2022.
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.