SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person* McNally Richard L. (Last) (First) (Middle) 4 EMBARCADERO CENTER SUITE 1400 (Street) SAN FRANCISCO CA 94111 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 11/02/2017	3. Issuer Name and Ticker or Trading Symbol Funko, Inc. [ FNKO ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director X 10% Owner Officer (give title below) Other (specify below)	5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class B Common Stock(1)(2)	6,929,676(1)(2)	I	BY FUNDAMENTAL CAPITAL, LLC AND FUNKO INTERNATIONAL, LLC(1)(2)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Common Units of Funko Acquisition Holdings, L.L.C.	(3)	(3)	Class A Common Stock	6,929,676	(3)	I	BY FUNDAMENTAL CAPITAL, LLC AND FUNKO INTERNATIONAL, LLC(3)

1. Name and Address of Reporting Person* McNally Richard L. (Last) (First) (Middle) 4 EMBARCADERO CENTER SUITE 1400 (Street) SAN FRANCISCO CA 94111 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Keenley Kevin G. (Last) (First) (Middle) 4 EMBARCADERO CENTER SUITE 1400 (Street) SAN FRANCISCO CA 94111 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Fundamental Capital Partners, LLC (Last) (First) (Middle) 4 EMBARCADERO CENTER SUITE 1400 (Street) SAN FRANCISCO CA 94111 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Funko International, LLC (Last) (First) (Middle) 4 EMBARCADERO CENTER SUITE 1400 (Street) SAN FRANCISCO CA 94111 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. Includes 1,243,138 shares of the Issuer's Class B common stock, par value $0.0001 per share (the "Class B Common Stock"), held by Fundamental Capital, LLC ("Fundamental Capital") and 5,686,538 shares of Class B Common Stock held by Funko International, LLC ("Funko International"), a ten percent owner of the Issuer. Fundamental Capital Partners, LLC ("FCP") is the Manager of Fundamental Capital and Fundamental Capital is the Manager of Funko International. Richard McNally, a director of the Issuer, and Kevin Keenley are the sole members of and hold voting membership interests in FCP. Each of Mr. McNally and Mr. Keenley disclaim beneficial ownership of the Class B Common Stock held by Fundamental Capital and Funko International, except to the extent of their pecuniary interests therein. These shares were acquired pursuant to a subscription agreement entered into with the Issuer in connection with the Issuer's initial public offering (the "IPO").

2. One share of the Issuer's Class B Common Stock was issued for each common unit (each a "Common Unit") in Funko Acquisition Holdings, L.L.C. ("FAH, LLC"), a direct subsiduary of the Issuer, received pursuant to a reclassification of FAH, LLC that occurred in connection with the IPO. 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.

3. Includes 1,243,138 Common Units held by Fundamental Capital and 5,686,538 Common Units held by Funko International. The Common Units may be redeemed by Fundamental Capital and Funko International at any time following the closing of the Issuer's IPO and the expiration of any contractual lock-up period for an equal number of shares of Class A Common Stock, par value $0.0001 per share (the "Class A Common Stock"), of the Issuer (a "Share Settlement") or cash equal to the arithmetic average of the volume-weighted average market price for such shares for the five consecutive trading days immediately prior to the redemption date (a "Cash Settlement"), subject to the Issuer's option to select whether the redemption payment is made by the means of a Share Settlement or a Cash Settlement. Upon the redemption of a Common Unit for Class A Common Stock, any corresponding share of Class B Common Stock will be surrendered to the Issuer. The Common Units have no expiration date.

Remarks:

Exhibit List: Exhibit 99 - Joint Filing Agreement

	/s/Richard L. McNally	11/02/2017
	/s/Kevin G. Keenley	11/02/2017
	/s/ Richard McNally, Fundamental Capital Partners, LLC, by Richard McNally	11/02/2017
	/s/Richard McNally, Funko International, LLC, by Richard McNally	11/02/2017
	** Signature of Reporting Person	Date
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