SEC FORM 4

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^*

Perlmutter Andrew Mark

(Last)

(First)

(Middle)

C/O FUNKO, INC.

2802 WETMORE AVENUE

(Street)

EVERETT

98201

(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)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
03/29/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
CLASS A COMMON STOCK	03/29/2024		M		29,004	A	$0⁽¹⁾	365,256	D
CLASS A COMMON STOCK	03/29/2024		M		17,915	A	$0⁽¹⁾	383,171	D
CLASS A COMMON STOCK	03/29/2024		M		28,604	A	$0⁽¹⁾	411,775	D
CLASS A COMMON STOCK	03/29/2024		M		12,328	A	$0⁽¹⁾	424,103	D
CLASS A COMMON STOCK	03/29/2024		M		9,945	A	$0⁽¹⁾	434,048	D
CLASS A COMMON STOCK	03/29/2024		M		2,807	A	$0⁽¹⁾	436,855	D
CLASS A COMMON STOCK	03/29/2024		M		30,000	A	$0⁽¹⁾	466,855⁽²⁾	D

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽¹⁾	03/29/2024		M			29,004	⁽³⁾	⁽³⁾	CLASS A COMMON STOCK	29,004	$0	0	D
Restricted Stock Units	⁽¹⁾	03/29/2024		M			17,915	⁽⁴⁾	⁽⁴⁾	CLASS A COMMON STOCK	17,915	$0	0	D
Restricted Stock Units	⁽¹⁾	03/29/2024		M			28,604	⁽⁵⁾	⁽⁵⁾	CLASS A COMMON STOCK	28,604	$0	0	D
Restricted Stock Units	⁽¹⁾	03/29/2024		M			12,328	⁽⁶⁾	⁽⁶⁾	CLASS A COMMON STOCK	12,328	$0	0	D
Restricted Stock Units	⁽¹⁾	03/29/2024		M			9,945	⁽⁷⁾	⁽⁷⁾	CLASS A COMMON STOCK	9,945	$0	0	D
Performance Stock Units	⁽¹⁾	03/29/2024		M			2,807	⁽⁸⁾	⁽⁸⁾	CLASS A COMMON STOCK	2,807	$0	0	D
Restricted Stock Units	⁽¹⁾	03/29/2024		M			30,000	⁽⁹⁾	⁽⁹⁾	CLASS A COMMON STOCK	30,000	$0	0	D

Explanation of Responses:

1. Each restricted stock unit ("RSU") represents a contingent right to receive one share of Class A Common Stock or, at the election of the Issuer, an equivalent cash payment.

2. The total number of Class A common stock reported in Column 5 does not reflect any common units beneficially owned by the Reporting Person.

3. On March 6, 2023, the Reporting Person was granted 38,672 RSUs vest in four equal installments on each of the first through fourth anniversaries of March 6, 2023, subject to the Reporting Person's continued employment with the Issuer through each applicable vesting date.

4. On March 8, 2022, the Reporting Person was granted 35,829 RSUs, vesting in four equal annual installments on each of the first through fourth anniversaries of March 8, 2022, subject to the Reporting Person's continued employment with the Issuer through each applicable vesting date.

5. On January 3, 2022, the Reporting Person was granted 85,812 RSUs, which have vested or will vest in three equal installments on each of the first three anniversaries of the date of grant, subject to the Reporting Person's continued employment with the Issuer through each applicable vesting date.

6. On April 21, 2021, the Reporting Person was granted 24,656 RSUs, which have vested or will vest in four equal installments on each of the first through fourth anniversaries of the date of grant, subject to the Reporting Person's continued employment with the Issuer through each applicable vesting date.

7. On April 29, 2020, the Reporting Person was granted 39,778 restricted stock units, vesting in four equal annual installments on each of the first through fourth anniversaries of April 29, 2020, subject to the Reporting Person's continued employment with the Issuer through each applicable vesting date.

8. On March 8, 2022, the Reporting Person was granted 17,914 performance stock units, vesting upon the completion of Net Sales and EBITDA margin targets in 2022, 2023 and 2024. Upon his resignation on March 31, 2024, the performance period was adjusted to end at the resignation date and was achieved at 15.67% of the originally granted amount.

9. On August 11, 2023, the Reporting Person was granted 30,000 RSUs, vesting in full on March 29, 2024, subject to the Reporting Person's continued employment with the Issuer through the vesting date.

Remarks:

	/s/ Tracy Daw as Attorney-in-Fact for Andrew Mark Perlmutter	04/02/2024
	** 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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