SEC Form 4 · accession 0000899243-19-003535
Funko, Inc. · FNKO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Richard L. McNally
10% Owner
Fundamental Capital Partners, LLC
10% Owner
Funko International, LLC
10% Owner
Kevin G. Keenley
10% Owner
Period of report
Feb 11, 2019
Accepted (ET)
Feb 13, 2019 · 9:30 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001704711
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A Common StockF2 | Feb 11, 2019 | C | 270,000 | $0.00 | A | 270,000 | I | By Fundamental Capital, LLC |
| Class B Common StockF3,F2,F5 | Feb 11, 2019 | D | 270,000 | $0.00 | D | 973,138 | I | By Fundamental Capital, LLC |
| Class A Common StockF6,F2 | Feb 11, 2019 | S | 5,903 | $17.4873 | D | 264,097 | I | By Fundamental Capital, LLC |
| Class A Common StockF7,F2 | Feb 12, 2019 | S | 12,097 | $18.1104 | D | 252,000 | I | By Fundamental Capital, LLC |
| Class A Common StockF8,F2 | Feb 13, 2019 | S | 9,000 | $18.4478 | D | 243,000 | I | By Fundamental Capital, LLC |
| Class A Common StockF2 | Feb 11, 2019 | C | 1,230,000 | $0.00 | A | 1,230,000 | I | By Fundamental Capital, LLC |
| Class B Common StockF3,F2,F5 | Feb 11, 2019 | D | 1,230,000 | $0.00 | D | 4,456,538 | I | By Funko International, LLC |
| Class A Common StockF6,F2 | Feb 11, 2019 | S | 26,891 | $17.4873 | D | 1,203,109 | I | By Funko International, LLC |
| Class A Common StockF7,F2 | Feb 12, 2019 | S | 55,109 | $18.1104 | D | 1,148,000 | I | By Funko International, LLC |
| Class A Common StockF8,F2 | Feb 13, 2019 | S | 41,000 | $18.4478 | D | 1,107,000 | I | By Funko International, LLC |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Common UnitsF2,F5,F1 | — | Feb 11, 2019 | C | 270,000 | D | — | — | Class A Common Stock | 270,000 | 973,138 | I |
| Common UnitsF2,F5,F1 | — | Feb 11, 2019 | C | 1,230,000 | D | — | — | Class A Common Stock | 1,230,000 | 4,456,538 | I |
Explanation of responses
- F1Common 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.
- F2Fundamental 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.
- F3Shares 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.
- F4Reflects 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.
- F5The Form 3 filed by the Reporting Persons on 11/02/2017 reported ownership on a combined basis by Fundamental Capital and Funko International of their shares of Class B Common Stock in Table I and Common Units in Table II, with corresponding footnotes explaining their respective holdings. For this Form 4, their respective holdings are reported in separate rows in Table I and Table II.
- F6The price reported is a weighted average price. These shares of Class A Common Stock were sold in multiple transactions at prices ranging from $17.25 to $17.66, 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 this footnote.
- F7The price reported is a weighted average price. These shares of Class A Common Stock were sold in multiple transactions at prices ranging from $17.51 to $18.40, 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 this footnote.
- F8The price reported is a weighted average price. These shares of Class A Common Stock were sold in multiple transactions at prices ranging from $18.02 to $18.67, 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 this footnote.