SEC Form 3 · accession 0001123292-17-001673

Funko, Inc. · FNKO

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Kenneth R. Brotman

Director

Period of report

Nov 2, 2017

Accepted (ET)

Nov 2, 2017 · 9:15 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001704711

Table I — non-derivative securities

Security	Date	Code	Shares	A/D	Owned after	D/I	Nature of ownership
Class A common stock^F1,F2	holding	—	—	—	4,971,870	I	By ACON Funko Investors Holdings 1, L.L.C.
Class A common stock^F1,F2	holding	—	—	—	2,096,368	I	By ACON Funko Investors Holdings 2, L.L.C.
Class A common stock^F1,F2	holding	—	—	—	5,852,801	I	By ACON Funko Investors Holdings 3, L.L.C.
Class B common stock^F3,F1,F2	holding	—	—	—	10,495,687	I	By ACON Funko Investors, L.L.C.

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Common units of Funko Acquisition Holdings, L.L.C.^F4,F1,F2	—	holding	—	—	—	—	—	Class A common stock	10,495,687	—	I

Explanation of responses

F1ACON 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, L.L.C. and ACON Funko Investors Holdings 3, 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. [footnote cont'd]
F2[continuation] The Reporting Person is affiliated with 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.
F3The 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.
F4At 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.