0001209191-19-013062.txt : 20190225
0001209191-19-013062.hdr.sgml : 20190225
20190225170858
ACCESSION NUMBER: 0001209191-19-013062
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 2
CONFORMED PERIOD OF REPORT: 20190221
FILED AS OF DATE: 20190225
DATE AS OF CHANGE: 20190225
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: McNally Richard L.
CENTRAL INDEX KEY: 0001719500
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38274
FILM NUMBER: 19630420
MAIL ADDRESS:
STREET 1: C/O FUNKO, INC.
STREET 2: 2802 WETMORE AVENUE
CITY: EVERETT
STATE: WA
ZIP: 98201
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Keenley Kevin G.
CENTRAL INDEX KEY: 0001720927
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38274
FILM NUMBER: 19630421
MAIL ADDRESS:
STREET 1: 4 EMBARCADERO CENTER
STREET 2: SUITE 1400
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94111
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Fundamental Capital Partners, LLC
CENTRAL INDEX KEY: 0001720908
STATE OF INCORPORATION: DE
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38274
FILM NUMBER: 19630422
BUSINESS ADDRESS:
STREET 1: 4 EMBARCADERO CENTER
STREET 2: SUITE 1400
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94111
BUSINESS PHONE: (415) 782-0000
MAIL ADDRESS:
STREET 1: 4 EMBARCADERO CENTER
STREET 2: SUITE 1400
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94111
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Funko International, LLC
CENTRAL INDEX KEY: 0001720926
STATE OF INCORPORATION: DE
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38274
FILM NUMBER: 19630423
BUSINESS ADDRESS:
STREET 1: 4 EMBARCADERO CENTER
STREET 2: SUITE 1400
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94111
BUSINESS PHONE: (415) 782-0000
MAIL ADDRESS:
STREET 1: 4 EMBARCADERO CENTER
STREET 2: SUITE 1400
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94111
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
doc4.xml
FORM 4 SUBMISSION
X0306
4
2019-02-21
0
0001704711
Funko, Inc.
FNKO
0001719500
McNally Richard L.
C/O FUNDAMENTAL CAPITAL, LLC
4 EMBARCADERO CENTER, SUITE 1400
SAN FRANCISCO
CA
94920
0
0
1
0
0001720927
Keenley Kevin G.
C/O FUNDAMENTAL CAPITAL, LLC
4 EMBARCADERO CENTER, SUITE 1400
SAN FRANCISCO
CA
94920
0
0
1
0
0001720908
Fundamental Capital Partners, LLC
C/O FUNDAMENTAL CAPITAL, LLC
4 EMBARCADERO CENTER, SUITE 1400
SAN FRANCISCO
CA
94920
0
0
1
0
0001720926
Funko International, LLC
C/O FUNDAMENTAL CAPITAL, LLC
4 EMBARCADERO CENTER, SUITE 1400
SAN FRANCISCO
CA
94920
0
0
1
0
Class B Common Stock
973138
I
By Fundamental Capital, LLC
Class A Common Stock
2019-02-21
4
S
0
492
19.2941
D
210562
I
By Fundamental Capital, LLC
Class A Common Stock
2019-02-22
4
S
0
9000
19.5112
D
201562
I
By Fundamental Capital, LLC
Class A Common Stock
2019-02-25
4
S
0
9054
19.9207
D
192508
I
By Fundamental Capital, LLC
Class B Common Stock
4456538
I
By Funko International, LLC
Class A Common Stock
2019-02-21
4
S
0
2243
19.2941
D
959223
I
By Funko International, LLC
Class A Common Stock
2019-02-22
4
S
0
41000
19.5112
D
918223
I
By Funko International, LLC
Class A Common Stock
2019-02-25
4
S
0
41246
19.9207
D
876977
I
By Funko International, LLC
Shares 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 of Funko Acquisition Holdings, L.L.C. ("Common Units"). 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.
Fundamental 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.
The price reported is a weighted average price. These shares of Class A Common Stock were sold in multiple transactions at prices ranging from $19.25 to $19.35, 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.
The price reported is a weighted average price. These shares of Class A Common Stock were sold in multiple transactions at prices ranging from $19.25 to $19.70, 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.
The price reported is a weighted average price. These shares of Class A Common Stock were sold in multiple transactions at prices ranging from $19.75 to $20.07, 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.
Exhibit List: Exhibit 24 - Power of Attorney of Richard L. McNally
/s/ Kevin G. Keenley, individually, as Attorney-in-Fact for Richard L. McNally, as Member of Fundamental Capital Partners, LLC, and for Funko International, LLC, as Member of Fundamental Capital Partners, LLC
2019-02-25
EX-24.4_836075
2
poa.txt
POA DOCUMENT
POWER OF ATTORNEY
Know all by these presents that the undersigned hereby constitutes and appoints
Kevin G. Keenley the undersigned's true and lawful attorney-in-fact to:
(1) execute for and on behalf of the undersigned, in the
undersigned's capacity as a beneficial owner of Funko, Inc. (the "Company"),
Forms 3, 4, and 5 in accordance with Section 16(a) of the Securities Exchange
Act of 1934, as amended, and the rules thereunder;
(2) do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete and execute any such
Form 3, 4, or 5, complete and execute any amendment or amendments thereto, and
timely file such form with the United States Securities and Exchange Commission
and any stock exchange or similar authority; and
(3) take any other action of any type whatsoever in connection with
the foregoing which, in the opinion of such attorney-in-fact, may be of benefit
to, in the best interest of, or legally required by, the undersigned, it being
understood that the documents executed by such attorney-in-fact on behalf of the
undersigned pursuant to this Power of Attorney shall be in such form and shall
contain such terms and conditions as such attorney-in-fact may approve in such
attorney-in-fact's discretion.
The undersigned hereby grants to such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this power of attorney and the rights and powers herein
granted.
The undersigned acknowledges that the foregoing attorney-in-fact, in
serving in such capacity at the request of the undersigned, is not assuming any
of the undersigned's responsibilities to comply with Section 16 of the
Securities Exchange Act of 1934.
This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4, and 5 with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorney-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of February 15, 2019.
Signed: /s/ Richard L. McNally
Richard L. McNally