ACON Funko Manager, L.L.C. Form 4 Funko / Funko Investors Holdings 1, L.L.C. ACON 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^*

ACON Equity GenPar, L.L.C.

(Last)

(First)

(Middle)

C/O ACON INVESTMENTS, L.L.C.

1133 CONNECTICUT AVE., NW, SUITE 700

(Street)

WASHINGTON

20036

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
07/02/2021

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	07/02/2021		C		10,394⁽¹⁾	A	⁽¹⁾	10,394	I	By ACON Funko Investors, L.L.C.⁽²⁾⁽³⁾
Class A Common Stock	07/02/2021		S⁽⁴⁾		10,394	D	$20.79⁽⁵⁾	0	I	By ACON Funko Investors, L.L.C.⁽²⁾⁽³⁾
Class A Common Stock	07/02/2021		S⁽⁴⁾		4,924	D	$20.79⁽⁵⁾	3,928,819	I	By ACON Funko Investors Holdings 1, L.L.C.⁽²⁾⁽³⁾
Class A Common Stock	07/02/2021		S⁽⁴⁾		2,076	D	$20.79⁽⁵⁾	1,656,568	I	By ACON Funko Investors Holdings 2.5, L.L.C.⁽²⁾⁽³⁾
Class A Common Stock	07/02/2021		S⁽⁴⁾		5,796	D	$20.79⁽⁵⁾	4,624,940	I	By ACON Funko Investors Holdings 3.5, L.L.C.⁽²⁾⁽³⁾
Class A Common Stock	07/02/2021		S⁽⁴⁾		6	D	$20.79⁽⁵⁾	15,308	I	By ACON Funko Manager, L.L.C.⁽²⁾⁽³⁾
Class B Common Stock⁽⁶⁾	07/02/2021		D		10,394	D	⁽⁷⁾	8,293,791	I	By ACON Funko Investors, L.L.C.⁽²⁾⁽³⁾
Class A Common Stock	07/06/2021		C		11,596⁽¹⁾	A	⁽¹⁾	11,596	I	By ACON Funko Investors, L.L.C.⁽²⁾⁽³⁾
Class A Common Stock	07/06/2021		S⁽⁴⁾		11,596	D	$20.69⁽⁸⁾	0	I	By ACON Funko Investors, L.L.C.⁽²⁾⁽³⁾
Class A Common Stock	07/06/2021		S⁽⁴⁾		5,493	D	$20.69⁽⁸⁾	3,923,326	I	By ACON Funko Investors Holdings 1, L.L.C.⁽²⁾⁽³⁾
Class A Common Stock	07/06/2021		S⁽⁴⁾		2,316	D	$20.69⁽⁸⁾	1,654,252	I	By ACON Funko Investors Holdings 2.5, L.L.C.⁽²⁾⁽³⁾
Class A Common Stock	07/06/2021		S⁽⁴⁾		6,467	D	$20.69⁽⁸⁾	4,618,473	I	By ACON Funko Investors Holdings 3.5, L.L.C.⁽²⁾⁽³⁾
Class A Common Stock	07/06/2021		S⁽⁴⁾		6	D	$20.69⁽⁸⁾	15,302	I	By ACON Funko Manager, L.L.C.⁽²⁾⁽³⁾
Class B Common Stock⁽⁶⁾	07/06/2021		D		11,596	D	⁽⁷⁾	8,282,195	I	By ACON Funko Investors, L.L.C.⁽²⁾⁽³⁾
Class A Common Stock	07/07/2021		C		11,829⁽¹⁾	A	⁽¹⁾	11,829	I	By ACON Funko Investors, L.L.C.⁽²⁾⁽³⁾
Class A Common Stock	07/07/2021		S⁽⁴⁾		11,829	D	$20.6⁽⁹⁾	0	I	By ACON Funko Investors, L.L.C.⁽²⁾⁽³⁾
Class A Common Stock	07/07/2021		S⁽⁴⁾		5,604	D	$20.6⁽⁹⁾	3,917,722	I	By ACON Funko Investors Holdings 1, L.L.C.⁽²⁾⁽³⁾
Class A Common Stock	07/07/2021		S⁽⁴⁾		2,363	D	$20.6⁽⁹⁾	1,651,889	I	By ACON Funko Investors Holdings 2.5, L.L.C.⁽²⁾⁽³⁾
Class A Common Stock	07/07/2021		S⁽⁴⁾		6,596	D	$20.6⁽⁹⁾	4,611,877	I	By ACON Funko Investors Holdings 3.5, L.L.C.⁽²⁾⁽³⁾
Class A Common Stock	07/07/2021		S⁽⁴⁾		6	D	$20.6⁽⁹⁾	15,296	I	By ACON Funko Manager, L.L.C.⁽²⁾⁽³⁾
Class B Common Stock⁽⁶⁾	07/07/2021		D		11,829	D	⁽⁷⁾	8,270,366	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)
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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Units of Funko Acquisition Holdings, L.L.C.	⁽¹⁰⁾	07/02/2021		C			10,394	⁽¹⁰⁾	⁽¹⁰⁾	Class A common stock	10,394	⁽¹⁰⁾	8,293,791	I	By ACON Funko Investors, L.L.C.⁽²⁾⁽³⁾
Common Units of Funko Acquisition Holdings, L.L.C.	⁽¹⁰⁾	07/06/2021		C			11,596	⁽¹⁰⁾	⁽¹⁰⁾	Class A common stock	11,596	⁽¹⁰⁾	8,282,195	I	By ACON Funko Investors, L.L.C.⁽²⁾⁽³⁾
Common Units of Funko Acquisition Holdings, L.L.C.	⁽¹⁰⁾	07/07/2021		C			11,829	⁽¹⁰⁾	⁽¹⁰⁾	Class A common stock	11,829	⁽¹⁰⁾	8,270,366	I	By ACON Funko Investors, L.L.C.⁽²⁾⁽³⁾

1. Name and Address of Reporting Person^*

ACON Equity GenPar, L.L.C.

(Last)

(First)

(Middle)

C/O ACON INVESTMENTS, L.L.C.

1133 CONNECTICUT AVE., NW, SUITE 700

(Street)

WASHINGTON

20036

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

ACON Funko Manager, L.L.C.

(Last)

(First)

(Middle)

C/O ACON INVESTMENTS, L.L.C.

1133 CONNECTICUT AVE., NW, SUITE 700

(Street)

WASHINGTON

20036

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

ACON Funko Investors, L.L.C.

(Last)

(First)

(Middle)

C/O ACON INVESTMENTS, L.L.C.

1133 CONNECTICUT AVE., NW, SUITE 700

(Street)

WASHINGTON

20036

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

ACON Funko Investors Holdings 1, L.L.C.

(Last)

(First)

(Middle)

C/O ACON INVESTMENTS, L.L.C.

1133 CONNECTICUT AVE., NW, SUITE 700

(Street)

WASHINGTON

20036

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

ACON Funko Investors Holdings 2.5, L.L.C.

(Last)

(First)

(Middle)

C/O ACON INVESTMENTS, L.L.C.

1133 CONNECTICUT AVE., NW, SUITE 700

(Street)

WASHINGTON

20036

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

ACON Funko Investors Holdings 3.5, L.L.C.

(Last)

(First)

(Middle)

C/O ACON INVESTMENTS, L.L.C.

1133 CONNECTICUT AVE., NW, SUITE 700

(Street)

WASHINGTON

20036

(City)

(State)

(Zip)

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.

3. 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. Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), each Reporting Person disclaims beneficial ownership of these securities except to the extent of its respective pecuniary interest therein, if any, and the inclusion of these shares in their 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 May 11, 2021.

5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $20.77 to $21.21, 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), (8) and (9) to this Form 4.

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. 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.

8. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $20.42 to $20.88, inclusive.

9. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $20.17 to $20.75, inclusive.

10. 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.

Remarks:

The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act.

	/s/ Teresa Bernstein, Attorney-in-fact	07/07/2021
	** Signature of Reporting Person	Date
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ACON Funko Manager, L.L.C. Form 4Funko / Funko Investors Holdings 1, L.L.C. ACON ownership change