| 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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Funko, Inc. [ FNKO ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 04/21/2022 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 04/21/2022 | C | 6,120(1) | A | (1) | 6,120 | I | By ACON Funko Investors, L.L.C.(2)(3) | ||
| Class A Common Stock | 04/21/2022 | S(4) | 6,120 | D | $18.25(5) | 0 | I | By ACON Funko Investors, L.L.C.(2)(3) | ||
| Class A Common Stock | 04/21/2022 | S(4) | 2,900 | D | $18.25(5) | 3,454,872 | I | By ACON Funko Investors Holdings 1, L.L.C.(2)(3) | ||
| Class A Common Stock | 04/21/2022 | S(4) | 1,223 | D | $18.25(5) | 1,456,735 | I | By ACON Funko Investors Holdings 2.5, L.L.C.(2)(3) | ||
| Class A Common Stock | 04/21/2022 | S(4) | 3,413 | D | $18.25(5) | 4,067,021 | I | By ACON Funko Investors Holdings 3.5, L.L.C.(2)(3) | ||
| Class A Common Stock | 04/21/2022 | S(4) | 12 | D | $18.25(5) | 19,688(7) | I | By ACON Funko Manager, L.L.C.(2)(3) | ||
| Class B Common Stock(6) | 04/21/2022 | D | 6,120 | D | (8) | 7,293,290 | I | By ACON Funko Investors, L.L.C.(2)(3) | ||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 of Funko Acquisition Holdings, L.L.C. | (9) | 04/21/2022 | C | 6,120 | (9) | (9) | Class A common stock | 6,120 | (9) | 7,293,290 | I | By ACON Funko Investors, L.L.C.(2)(3) | |||
| Explanation of Responses: |
| 1. 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. |
| 2. 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. |
| 3. 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. |
| 4. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted on December 10, 2021. |
| 5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $18.10 to $18.35, 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 range set forth in this footnote. |
| 6. 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. |
| 7. Pursuant to a previously disclosed agreement between Gino Dellomo, a former director of the Issuer, and ACON Funko Manager, L.L.C., Mr. Dellomo transferred 5,900 shares of Class A common stock acquired upon the exercise of a stock option, which he held for the benefit of ACON Funko Manager, L.L.C. The transfer of such securities is exempt from Section 16(b) pursuant to Rule 16a-13 under the Exchange Act. |
| 8. 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. |
| 9. 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. |
| /s/ Teresa Bernstein, Attorney-in-fact | 04/25/2022 | |
| ** 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| 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 Number. | ||
