Funko (FNKO) Form 4 Funko / Kevin G. Keenley ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Fundamental Capital Partners, LLC

(Last) (First) (Middle)

C/O FUNDAMENTAL CAPITAL, LLC

4 EMBARCADERO CENTER, SUITE 1400

(Street)

SAN FRANCISCO CA 94111

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Funko, Inc. [ FNKO ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/15/2019

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

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	08/15/2019		C(1)		180,000	A	$0.00	203,721	I	By Fundamental Capital, LLC(2)
Class B Common Stock(3)	08/15/2019		D(4)		180,000	D	$0.00	433,138	I	By Fundamental Capital, LLC(2)
Class A Common Stock	08/15/2019		C(1)		820,000	A	$0.00	928,062	I	By Funko International, LLC(2)
Class B Common Stock(3)	08/15/2019		D(4)		820,000	D	$0.00	1,996,538	I	By Funko International, LLC

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 Securities Underlying Derivative Security (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: 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
Common Units	(1)	08/15/2019		C(1)			180,000	(1)	(1)	Class A Common Stock	180,000	$0.00	433,138	I	By Fundamental Capital, LLC(2)
Common Units	(1)	08/15/2019		C(1)			820,000	(1)	(1)	Class A Common Stock	820,000	$0.00	1,996,538	I	By Funko International, LLC(2)

1. Name and Address of Reporting Person^*

Fundamental Capital Partners, LLC

(Last) (First) (Middle)

C/O FUNDAMENTAL CAPITAL, LLC

4 EMBARCADERO CENTER, SUITE 1400

(Street)

SAN FRANCISCO CA 94111

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Keenley Kevin G.

(Last) (First) (Middle)

C/O FUNDAMENTAL CAPITAL, LLC

4 EMBARCADERO CENTER, SUITE 1400

(Street)

SAN FRANCISCO CA 94111

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

McNally Richard L.

(Last) (First) (Middle)

C/O FUNDAMENTAL CAPITAL, LLC

4 EMBARCADERO CENTER, SUITE 1400

(Street)

SAN FRANCISCO CA 94111

(City) (State) (Zip)

Explanation of Responses:

1. 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.

2. 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.

3. 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 of Funko Acquisition Holdings, L.L.C. ("Common Units"). 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.

4. 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.

Remarks:

	/s/ Kevin G. Keenley, individually, as Attorney-in-Fact for Richard L. McNally, and as Member of Fundamental Capital Partners, LLC	08/19/2019
	** 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 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).
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