United States
Securities and Exchange Commission
Washington, D.C. 20549
Schedule 13G
(Rule 13d-102)
Information to be Included in Statements Filed Pursuant
to § 240.13d-1(b), (c) and (d) and Amendments Thereto Filed
Pursuant to § 240.13d-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. )*
Funko, Inc.
(Name of Issuer)
Class A Common Stock
(Title of Class of Securities)
361008105
(CUSIP Number)
September 1, 2023
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| ☐ | Rule 13d-1(b) |
| ☒ | Rule 13d-1(c) |
| ☐ | Rule 13d-1(d) |
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 361008105 | Schedule 13G | Page 1 of 4 |
| 1 | Names of Reporting Persons
Brian R. Mariotti | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Citizenship or Place of Organization
United States | |||||
Number of Shares Beneficially Owned by Each Reporting Person With | 5 | Sole Voting Power
3,476,078 | ||||
| 6 | Shared Voting Power
0 | |||||
| 7 | Sole Dispositive Power
3,476,078 | |||||
| 8 | Shared Dispositive Power
0 | |||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
3,476,078 | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable | |||||
| 11 | Percent of Class Represented by Amount in Row 9
6.8% | |||||
| 12 | Type of Reporting Person
IN | |||||
| CUSIP No. 361008105 | Schedule 13G | Page 2 of 4 |
| ITEM 1. | (a) | Name of Issuer: | ||
| Funko, Inc. (the “Issuer”) | ||||
| (b) | Address of Issuer’s Principal Executive Offices: | |||
| 2802 Wetmore Avenue, Everett, Washington 98201. | ||||
| ITEM 2. | (a) | Name of Person Filing: | ||
| This statement is filed on behalf of Brian R. Mariotti (the “Reporting Person”). | ||||
| (b) | Address or Principal Business Office: | |||
| The business address of the Reporting Person is C/O Funko, Inc., 2802 Wetmore Avenue, Everett, Washington 98201. | ||||
| (c) | Citizenship of each Reporting Person is: | |||
| The Reporting Person is a citizen of the United States. | ||||
| (d) | Title of Class of Securities: | |||
| Class A Common Stock, par value $0.0001 per share (“Class A Common Stock”). | ||||
| (e) | CUSIP Number: | |||
| 361008105 | ||||
| ITEM 3. |
Not applicable.
| ITEM 4. | Ownership |
The ownership information below represents beneficial ownership of shares of Class A Common Stock as of the date hereof, based upon 48,507,993 shares of Class A Common Stock outstanding as of August 1, 2023, as disclosed in the Issuer’s quarterly report on Form 10-Q filed with the Securities and Exchange Commission on August 3, 2023. The ownership information assumes the conversion, on a one-to-one basis, of the Common Units (“Common Units”) of Funko Acquisition Holdings, L.L.C. and the exercise of options held by the Reporting Person into shares of Class A Common Stock.
| CUSIP No. 361008105 | Schedule 13G | Page 3 of 4 |
(a) Amount beneficially owned:
The Reporting Person may be deemed to beneficially own (i) 948,265 shares of Class A Common Stock held of record, (ii) 1,675,493 shares of Class A Common Stock underlying Common Units, and (iii) 852,320 shares of Class A Common Stock underlying stock options that are currently exercisable.
(b) Percent of class: 6.8%
(c) Number of shares as to which the person has:
| (i) | Sole power to vote or to direct the vote: 3,476,078 |
| (ii) | Shared power to vote or direct the vote: 0 |
| (iii) | Sole power to dispose or to direct the disposition of: 3,476,078 |
| (iv) | Shared power to dispose or to direct the disposition of: 0 |
| ITEM 5. | Ownership of Five Percent or Less of a Class. |
Not applicable.
| ITEM 6. | Ownership of More than Five Percent on Behalf of Another Person. |
Not applicable.
| ITEM 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company. |
Not applicable.
| ITEM 8. | Identification and Classification of Members of the Group. |
Not applicable.
| ITEM 9. | Notice of Dissolution of Group. |
Not applicable.
| ITEM 10. | Certification. |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and were not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and were not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11.
| CUSIP No. 361008105 | Schedule 13G | Page 4 of 4 |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: September 11, 2023
/s/ Brian R. Mariotti |
| Brian R. Mariotti |