* |
The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
|
1.
|
NAMES OF REPORTING PERSONS
ACON Equity GenPar, L.L.C.
|
|||
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a) ☐ (b) ☒
|
|||
3.
|
SEC USE ONLY
|
|||
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5.
|
SOLE VOTING POWER
7,949,169*
|
||
6.
|
SHARED VOTING POWER
-0-
|
|||
7.
|
SOLE DISPOSITIVE POWER
7,949,169*
|
|||
8.
|
SHARED DISPOSITIVE POWER
-0-
|
|||
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,949,169*
|
|||
10.
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ☐
|
|||
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
23.5% *
|
|||
12.
|
TYPE OF REPORTING PERSON (see instructions)
PN
|
1.
|
NAMES OF REPORTING PERSONS
ACON Funko Manager, L.L.C.
|
|||
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a) ☐ (b) ☒
|
|||
3.
|
SEC USE ONLY
|
|||
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5.
|
SOLE VOTING POWER
15,467,557*
|
||
6.
|
SHARED VOTING POWER
-0-
|
|||
7.
|
SOLE DISPOSITIVE POWER
15,467,557*
|
|||
8.
|
SHARED DISPOSITIVE POWER
-0-
|
|||
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,467,557*
|
|||
10.
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ☐
|
|||
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
45.7% *
|
|||
12.
|
TYPE OF REPORTING PERSON (see instructions)
PN
|
1.
|
NAMES OF REPORTING PERSONS
ACON Funko Investors, L.L.C.
|
|||
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a) ☐ (b) ☒
|
|||
3.
|
SEC USE ONLY
|
|||
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5.
|
SOLE VOTING POWER
10,495,687*
|
||
6.
|
SHARED VOTING POWER
-0-
|
|||
7.
|
SOLE DISPOSITIVE POWER
10,495,687*
|
|||
8.
|
SHARED DISPOSITIVE POWER
-0-
|
|||
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,495,687*
|
|||
10.
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ☐
|
|||
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
31.0% *
|
|||
12.
|
TYPE OF REPORTING PERSON (see instructions)
PN
|
* |
See Item 4.
|
1.
|
NAMES OF REPORTING PERSONS
ACON Funko Investors Holdings 1, L.L.C.
|
|||
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a) ☐ (b) ☒
|
|||
3.
|
SEC USE ONLY
|
|||
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5.
|
SOLE VOTING POWER
4,971,870*
|
||
6.
|
SHARED VOTING POWER
-0-
|
|||
7.
|
SOLE DISPOSITIVE POWER
4,971,870*
|
|||
8.
|
SHARED DISPOSITIVE POWER
-0-
|
|||
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,971,870*
|
|||
10.
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ☐
|
|||
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
14.7% *
|
|||
12.
|
TYPE OF REPORTING PERSON (see instructions)
PN
|
* |
See Item 4.
|
1.
|
NAMES OF REPORTING PERSONS
ACON Funko Investors Holdings 2, L.L.C.
|
|||
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a) ☐ (b) ☒
|
|||
3.
|
SEC USE ONLY
|
|||
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5.
|
SOLE VOTING POWER
2,096,368*
|
||
6.
|
SHARED VOTING POWER
-0-
|
|||
7.
|
SOLE DISPOSITIVE POWER
2,096,368*
|
|||
8.
|
SHARED DISPOSITIVE POWER
-0-
|
|||
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,096,368*
|
|||
10.
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ☐
|
|||
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.2% *
|
|||
12.
|
TYPE OF REPORTING PERSON (see instructions)
PN
|
* |
See Item 4.
|
1.
|
NAMES OF REPORTING PERSONS
ACON Funko Investors Holdings 3, L.L.C.
|
|||
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a) ☐ (b) ☒
|
|||
3.
|
SEC USE ONLY
|
|||
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5.
|
SOLE VOTING POWER
5,852,801*
|
||
6.
|
SHARED VOTING POWER
-0-
|
|||
7.
|
SOLE DISPOSITIVE POWER
5,852,801*
|
|||
8.
|
SHARED DISPOSITIVE POWER
-0-
|
|||
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,852,801*
|
|||
10.
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ☐
|
|||
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
17.3% *
|
|||
12.
|
TYPE OF REPORTING PERSON (see instructions)
PN
|
* |
See Item 4.
|
(i)
|
ACON Equity GenPar, L.L.C.
|
(ii)
|
ACON Funko Manager, L.L.C.
|
(iii)
|
ACON Funko Investors, L.L.C.
|
(iv)
|
ACON Funko Investors Holdings 1, L.L.C.
|
(v)
|
ACON Funko Investors Holdings 2, L.L.C.
|
(vi)
|
ACON Funko Investors Holdings 3, L.L.C.
|
(i)
|
ACON Equity GenPar, L.L.C.: Delaware (place of organization)
|
(ii)
|
ACON Funko Manager, L.L.C.: Delaware (place of organization)
|
(iii)
|
ACON Funko Investors, L.L.C.: Delaware (place of organization)
|
(iv)
|
ACON Funko Investors Holdings 1, L.L.C.: Delaware (place of organization)
|
(v)
|
ACON Funko Investors Holdings 2, L.L.C.: Delaware (place of organization)
|
(vi)
|
ACON Funko Investors Holdings 3, L.L.C.: Delaware (place of organization)
|
(a)
|
☐Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
|
|
|
(b)
|
☐ Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
|
(c)
|
☐ Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
|
(d)
|
☐ Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
|
(e)
|
☐ An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
|
(f)
|
☐ An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
|
(g)
|
☐ A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
|
(h)
|
☐ A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
|
(i)
|
☐ A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
|
(j)
|
☐ Group, in accordance with §240.13d-1(b)(1)(ii)(J).
|
(a)
|
– (c)
|
Reporting Person
|
|
Amount
beneficially
owned(1)(2)
|
|
|
Percent
of class(3)
|
|
|
Sole
power to vote or to direct the vote: |
|
|
Shared
power to
vote or to
direct the vote: |
|
|
Sole
power to dispose or to direct the disposition of:
|
|
|
Shared
power to
dispose or
to direct
the
disposition
of:
|
|
||||||
ACON Equity GenPar, L.L.C.
|
|
|
7,949,169
|
23.5%
|
7,949,169
|
-0-
|
7,949,169
|
-0-
|
|
|||||||||||||||
ACON Funko Manager, L.L.C.
|
15,467,557
|
45.7%
|
15,467,557
|
-0-
|
15,467,557
|
-0-
|
||||||||||||||||||
ACON Funko Investors, L.L.C.
|
10,495,687
|
31.0%
|
10,495,687
|
-0-
|
10,495,687
|
-0-
|
||||||||||||||||||
ACON Funko Investors Holdings 1, L.L.C.
|
4,971,870
|
14.7%
|
4,971,870
|
-0-
|
4,971,870
|
-0-
|
||||||||||||||||||
ACON Funko Investors Holdings 2, L.L.C.
|
2,096,368
|
6.2%
|
2,096,368
|
-0-
|
2,096,368
|
-0-
|
||||||||||||||||||
ACON Funko Investors Holdings 3, L.L.C.
|
5,852,801
|
17.3%
|
5,852,801
|
-0-
|
5,852,801
|
-0-
|
Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.
|
ACON EQUITY GENPAR, L.L.C.
|
|||
|
By:
|
/s/ Teresa Y. Bernstein
|
|
Teresa Y. Bernstein
|
|||
Secretary and Assistant Treasurer
|
|||
ACON FUNKO MANAGER, L.L.C.
|
|||
|
|||
|
By:
|
/s/ Teresa Y. Bernstein | |
Teresa Y. Bernstein
|
|||
Secretary and Assistant Treasurer
|
|||
ACON FUNKO INVESTORS, L.L.C.
|
|||
By: ACON Funko Manager, L.L.C., its Manager
|
|||
|
By:
|
/s/ Teresa Y. Bernstein
|
|
Teresa Y. Bernstein
|
|||
Secretary and Assistant Treasurer
|
|||
ACON FUNKO INVESTORS HOLDINGS 1, L.L.C.
|
|||
By: ACON Funko Manager, L.L.C., its Managing Member
|
|||
|
By:
|
/s/ Teresa Y. Bernstein
|
|
Teresa Y. Bernstein
|
|||
Secretary and Assistant Treasurer
|
|||
ACON FUNKO INVESTORS HOLDINGS 2, L.L.C.
|
|||
By: ACON Equity GenPar, L.L.C., its Managing Member
|
|||
|
By:
|
/s/ Teresa Y. Bernstein
|
|
Teresa Y. Bernstein
|
|||
Secretary and Assistant Treasurer
|
|||
ACON FUNKO INVESTORS HOLDINGS 3, L.L.C.
|
|||
By: ACON Equity GenPar, L.L.C., its Managing Member
|
|||
|
By:
|
/s/ Teresa Y. Bernstein | |
Teresa Y. Bernstein
|
|||
Secretary and Assistant Treasurer
|
|||
Exhibit No.
|
Description
|
99.1
|
Joint Filing Agreement.
|
ACON EQUITY GENPAR, L.L.C.
|
|||
|
By:
|
/s/ Teresa Y. Bernstein
|
|
Teresa Y. Bernstein
|
|||
Secretary and Assistant Treasurer
|
|||
ACON FUNKO MANAGER, L.L.C.
|
|||
|
|||
|
By:
|
/s/ Teresa Y. Bernstein | |
Teresa Y. Bernstein
|
|||
Secretary and Assistant Treasurer
|
|||
ACON FUNKO INVESTORS, L.L.C.
|
|||
By: ACON Funko Manager, L.L.C., its Manager
|
|||
|
By:
|
/s/ Teresa Y. Bernstein
|
|
Teresa Y. Bernstein
|
|||
Secretary and Assistant Treasurer
|
|||
ACON FUNKO INVESTORS HOLDINGS 1, L.L.C.
|
|||
By: ACON Funko Manager, L.L.C., its Managing Member
|
|||
|
By:
|
/s/ Teresa Y. Bernstein
|
|
Teresa Y. Bernstein
|
|||
Secretary and Assistant Treasurer
|
|||
ACON FUNKO INVESTORS HOLDINGS 2, L.L.C.
|
|||
By: ACON Equity GenPar, L.L.C., its Managing Member
|
|||
|
By:
|
/s/ Teresa Y. Bernstein
|
|
Teresa Y. Bernstein
|
|||
Secretary and Assistant Treasurer
|
|||
ACON FUNKO INVESTORS HOLDINGS 3, L.L.C.
|
|||
By: ACON Equity GenPar, L.L.C., its Managing Member
|
|||
|
By:
|
/s/ Teresa Y. Bernstein | |
Teresa Y. Bernstein
|
|||
Secretary and Assistant Treasurer
|
|||