0001062993-22-010151.txt : 20220412 0001062993-22-010151.hdr.sgml : 20220412 20220412213502 ACCESSION NUMBER: 0001062993-22-010151 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20220408 FILED AS OF DATE: 20220412 DATE AS OF CHANGE: 20220412 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Kriger Adam M. CENTRAL INDEX KEY: 0001719491 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38274 FILM NUMBER: 22823512 MAIL ADDRESS: STREET 1: C/O FUNKO, INC. STREET 2: 2802 WETMORE AVENUE CITY: EVERETT STATE: WA ZIP: 98201 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Funko, Inc. CENTRAL INDEX KEY: 0001704711 STANDARD INDUSTRIAL CLASSIFICATION: GAMES, TOYS & CHILDREN'S VEHICLES (NO DOLLS & BICYCLES) [3944] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 2802 WETMORE AVE CITY: EVERETT STATE: WA ZIP: 98201 BUSINESS PHONE: 425-783-3616 MAIL ADDRESS: STREET 1: 2802 WETMORE AVE CITY: EVERETT STATE: WA ZIP: 98201 4 1 form4.xml STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES X0306 4 2022-04-08 0001704711 Funko, Inc. FNKO 0001719491 Kriger Adam M. C/O ACON INVESTMENTS, L.L.C. 1133 CONNECTICUT AVE., NW, SUITE 700 WASHINGTON DC 20036 1 0 0 0 Class A Common Stock 2022-04-08 4 C 0 23468 A 23468 I By ACON Funko Investors, L.L.C. Class A Common Stock 2022-04-08 4 S 0 23468 18.12 D 0 I By ACON Funko Investors, L.L.C. Class A Common Stock 2022-04-08 4 S 0 11117 18.12 D 3478839 I By ACON Funko Investors Holdings 1, L.L.C. Class A Common Stock 2022-04-08 4 S 0 4687 18.12 D 1466841 I By ACON Funko Investors Holdings 2.5, L.L.C. Class A Common Stock 2022-04-08 4 S 0 13086 18.12 D 4095234 I By ACON Funko Investors Holdings 3.5, L.L.C. Class A Common Stock 2022-04-08 4 S 0 44 18.12 D 13884 I By ACON Funko Manager, L.L.C. Class B Common Stock 2022-04-08 4 D 0 23468 D 7343882 I By ACON Funko Investors, L.L.C. Class A Common Stock 2022-04-12 4 C 0 44472 A 44472 I By ACON Funko Investors, L.L.C. Class A Common Stock 2022-04-12 4 S 0 44472 18.01 D 0 I By ACON Funko Investors, L.L.C. Class A Common Stock 2022-04-12 4 S 0 21067 18.01 D 3457772 I By ACON Funko Investors Holdings 1, L.L.C. Class A Common Stock 2022-04-12 4 S 0 8883 18.01 D 1457958 I By ACON Funko Investors Holdings 2.5, L.L.C. Class A Common Stock 2022-04-12 4 S 0 24800 18.01 D 4070434 I By ACON Funko Investors Holdings 3.5, L.L.C. Class A Common Stock 2022-04-12 4 S 0 84 18.01 D 13800 I By ACON Funko Manager, L.L.C. Class B Common Stock 2022-04-12 4 D 0 44472 D 7299410 I By ACON Funko Investors, L.L.C. Class A Common Stock 5900 I By ACON Funko Manager, L.L.C. Class B Common Stock 16058 D Common Units of Funko Acquisition Holdings, L.L.C. 2022-04-08 4 C 0 23468 D Class A common stock 23468 7343882 I By ACON Funko Investors, L.L.C. Common Units of Funko Acquisition Holdings, L.L.C. 2022-04-12 4 C 0 44472 D Class A common stock 44472 7299410 I By ACON Funko Investors, L.L.C. Common Units of Funko Acquisition Holdings, L.L.C. Class A common stock 32117 32117 D 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. 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. 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. 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. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted on December 10, 2021. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $18.11 to $18.28, 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) and (8) to this Form 4 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. 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. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $18.00 to $18.07, inclusive. Gino Dellomo, a former director of the Issuer, has an agreement with ACON Funko Manager, L.L.C. pursuant to which he holds the reported securities for the benefit of ACON Funko Manager, L.L.C. Accordingly, Mr. Dellomo 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. The grant and exercise of such securities are exempt from Schedule 16(b) pursuant to Rule 16b-3(d) and Rule 16b-6(b), respectively, under the Exchange Act. 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. The 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. and all such units have vested in full. The common units have no expiration date. 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. /s/ Teresa Bernstein, Attorney-in-fact 2022-04-12