SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Fundamental Capital Partners, LLC

(Last) (First) (Middle)
C/O FUNDAMENTAL CAPITAL, LLC
4 EMBARCADERO CENTER, SUITE 1400

(Street)
SAN FRANCISCO CA 94111

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Funko, Inc. [ FNKO ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
02/26/2019
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Class B Common Stock(1) 973,138 I By Fundamental Capital, LLC(2)
Class A Common Stock 02/25/2019 S 9,588 D $20.0912(3) 182,920 I By Fundamental Capital, LLC(2)
Class A Common Stock 02/26/2019 S 570 D $20.2515(4) 182,350 I By Fundamental Capital, LLC(2)
Class B Common Stock(1) 4,456,538 I By Funko International, LLC(2)
Class A Common 02/25/2019 S 43,678 D $20.0912(3) 833,299 I By Funko International, LLC(2)
Class A Common 02/26/2019 S 2,597 D $20.2515(4) 830,702 I By Funko International, LLC(2)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
Fundamental Capital Partners, LLC

(Last) (First) (Middle)
C/O FUNDAMENTAL CAPITAL, LLC
4 EMBARCADERO CENTER, SUITE 1400

(Street)
SAN FRANCISCO CA 94111

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Keenley Kevin G.

(Last) (First) (Middle)
C/O FUNDAMENTAL CAPITAL, LLC
4 EMBARCADERO CENTER, SUITE 1400

(Street)
SAN FRANCISCO CA 94920

(City) (State) (Zip)
1. Name and Address of Reporting Person*
McNally Richard L.

(Last) (First) (Middle)
C/O FUNDAMENTAL CAPITAL, LLC
4 EMBARCADERO CENTER, SUITE 1400

(Street)
SAN FRANCISCO CA 94920

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Funko International, LLC

(Last) (First) (Middle)
C/O FUNDAMENTAL CAPITAL, LLC
4 EMBARCADERO CENTER, SUITE 1400

(Street)
SAN FRANCISCO CA 94920

(City) (State) (Zip)
Explanation of Responses:
1. 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.
2. 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.
3. The price reported is a weighted average price. These shares of Class A Common Stock were sold in multiple transactions at prices ranging from $20.00 to $20.30, 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.
4. The price reported is a weighted average price. These shares of Class A Common Stock were sold in multiple transactions at prices ranging from $20.25 to $20.27, 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.
Remarks:
Exhibit List: Exhibit 99 - Joint Filing Agreement (previously filed by the Reporting Persons as exhibit to Form 3 on 11/02/2017)
/s/ Richard L. McNally, individually, as Attorney-in-Fact for Kevin G. Keenley, as Member of Fundamental Capital Partners, LLC, and for Funko International, LLC, as Member of Fundamental Capital Partners, LLC 02/28/2019
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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