SEC Form 3 · accession 0001123292-17-001675
Funko, Inc. · FNKO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Adam M. Kriger
Director
Period of report
Nov 2, 2017
Accepted (ET)
Nov 2, 2017 · 9:18 pm EDT
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 stockF1,F2 | holding | — | — | — | 4,971,870 | I | By ACON Funko Investors Holdings 1, L.L.C. | |
| Class A common stockF1,F2 | holding | — | — | — | 2,096,368 | I | By ACON Funko Investors Holdings 2, L.L.C. | |
| Class A common stockF1,F2 | holding | — | — | — | 5,852,801 | I | By ACON Funko Investors Holdings 3, L.L.C. | |
| Class B common stockF3 | holding | — | — | — | 16,058 | D | ||
| Class B common stockF3,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,F5,F6 | — | holding | — | — | — | — | — | Class A common stock | 32,117 | — | D |
| Common units of Funko Acquisition Holdings, L.L.C.F6,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 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.
- 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.
- F4The common units were granted to the Reporting Person on December 29, 2016 in connection with his service as a director of Funko Acquisition Holdings, L.L.C., subject to vesting. Of the total number of common units reported, 16,058 common units are vested and 16,059 common units will vest in four equal installments on December 31, 2017, March 31, 2018, June 30, 2018 and September 30, 2018 subject to the Reporting Person's continued service to the Issuer. Notwithstanding the foregoing, the common units accelerate and vest in full in the event (1) that the ACON holders receive a multiple on invested capital (calculated on a cash-in, cash-out basis) over the term of their investment in Funko Acquisition Holdings, L.L.C. equal to or in excess of two times or [footnote con't]
- F5[continuation] (2) a "change in control" occurs (as such term is defined in the applicable common unit grant agreement). The common units have no expiration date.
- F6At the request of the holder, the vested 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
Exhibit 24 - Power of Attorney