X0306 4 2019-02-11 0 0001704711 Funko, Inc. FNKO 0001719500 McNally Richard L. 4 EMBARCADERO CENTER, SUITE 1400 SAN FRANCISCO, CA 94111 0 0 1 0 0001720927 Keenley Kevin G. 4 EMBARCADERO CENTER, SUITE 1400 SAN FRANCISCO CA 94111 0 0 1 0 0001720908 Fundamental Capital Partners, LLC 4 EMBARCADERO CENTER, SUITE 1400 SAN FRANCISCO CA 94111 0 0 1 0 0001720926 Funko International, LLC 4 EMBARCADERO CENTER, SUITE 1400 SAN FRANCISCO CA 94111 0 0 1 0 Class A Common Stock 2019-02-11 4 C 0 270000 0.00 A 270000 I By Fundamental Capital, LLC Class B Common Stock 2019-02-11 4 D 0 270000 0.00 D 973138 I By Fundamental Capital, LLC Class A Common Stock 2019-02-11 4 S 0 5903 17.4873 D 264097 I By Fundamental Capital, LLC Class A Common Stock 2019-02-12 4 S 0 12097 18.1104 D 252000 I By Fundamental Capital, LLC Class A Common Stock 2019-02-13 4 S 0 9000 18.4478 D 243000 I By Fundamental Capital, LLC Class A Common Stock 2019-02-11 4 C 0 1230000 0.00 A 1230000 I By Fundamental Capital, LLC Class B Common Stock 2019-02-11 4 D 0 1230000 0.00 D 4456538 I By Funko International, LLC Class A Common Stock 2019-02-11 4 S 0 26891 17.4873 D 1203109 I By Funko International, LLC Class A Common Stock 2019-02-12 4 S 0 55109 18.1104 D 1148000 I By Funko International, LLC Class A Common Stock 2019-02-13 4 S 0 41000 18.4478 D 1107000 I By Funko International, LLC Common Units 2019-02-11 4 C 0 270000 0.00 D Class A Common Stock 270000 973138 I By Fundamental Capital, LLC Common Units 2019-02-11 4 C 0 1230000 0.00 D Class A Common Stock 1230000 4456538 I By Funko International, LLC Common Units of Funko Acquisition Holdings, L.L.C. ("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. 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. Reflects the cancellation for no consideration of a number of shares of Class B Common Stock in connection with the redemption by the Reporting Person of an equal number of Common Units for Class A Common Stock. The Form 3 filed by the Reporting Persons on 11/02/2017 reported ownership on a combined basis by Fundamental Capital and Funko International of their shares of Class B Common Stock in Table I and Common Units in Table II, with corresponding footnotes explaining their respective holdings. For this Form 4, their respective holdings are reported in separate rows in Table I and Table II. The price reported is a weighted average price. These shares of Class A Common Stock were sold in multiple transactions at prices ranging from $17.25 to $17.66, 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 $17.51 to $18.40, 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 $18.02 to $18.67, 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. /s/ Richard L. McNally 2019-02-13 /s/ Kevin G. Keenley 2019-02-13 /s/ Richard McNally, as Member of Fundamental Capital Partners, LLC 2019-02-13 /s/ Richard McNally for Funko International, LLC, as Member of Fundamental Capital Partners, LLC 2019-02-13