0001123292-19-001143.txt : 20190923 0001123292-19-001143.hdr.sgml : 20190923 20190923164010 ACCESSION NUMBER: 0001123292-19-001143 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20190919 FILED AS OF DATE: 20190923 DATE AS OF CHANGE: 20190923 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Dellomo Gino CENTRAL INDEX KEY: 0001719469 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38274 FILM NUMBER: 191108433 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 edgar.xml PRIMARY DOCUMENT X0306 4 2019-09-19 0001704711 Funko, Inc. FNKO 0001719469 Dellomo Gino C/O ACON INVESTMENTS, L.L.C. 1133 CONNECTICUT AVE., NW, SUITE 700 WASHINGTON DC 20036 1 0 0 0 Class A Common Stock 2019-09-19 4 C 0 1613567 A 1613567 I By ACON Funko Investors, L.L.C. Class A Common Stock 2019-09-19 4 S 0 1613567 25.42 D 0 I By ACON Funko Investors, L.L.C. Class A Common Stock 2019-09-19 4 S 0 764357 25.42 D 4207513 I By ACON Funko Investors Holdings 1, L.L.C. Class A Common Stock 2019-09-19 4 S 0 322288 25.42 D 1774080 I By ACON Funko Investors Holdings 2, L.L.C. Class A Common Stock 2019-09-19 4 S 0 899788 25.42 D 4953013 I By ACON Funko Investors Holdings 3, L.L.C. Class B Common Stock 2019-09-19 4 D 0 1613567 D 8882120 I By ACON Funko Investors, L.L.C. Common Units of Funko Acquisition Holdings, L.L.C. 2019-09-19 4 C 0 1613567 D Class A common stock 1613567 8882120 I By ACON Funko Investors, L.L.C. 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, 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. 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 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. 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 2019-09-23