Form 3 Funko, Inc. For: May 12 Filed by: Oddie Andrew David

May 23, 2022 8:51 PM EDT

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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 *
Oddie Andrew David

(Last) (First) (Middle)
C/O FUNKO, INC.
2802 WETMORE AVENUE

(Street)
EVERETT WA 98201

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
05/12/2022
3. Issuer Name and Ticker or Trading Symbol
Funko, Inc. [ FNKO ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
CHIEF REVENUE OFFICER
5. 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 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 A Common Stock 24,695
D
 
Class B Common Stock 29,448
D
 
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
Restricted Stock Units   (1)   (1) Class A common stock 2,395 (1) D  
Restricted Stock Units   (2)   (2) Class A common stock 1,143 (2) D  
Restricted Stock Units   (3)   (3) Class A common stock 14,627 (3) D  
Restricted Stock Units   (4)   (4) Class A common stock 14,725 (4) D  
Restricted Stock Units   (5)   (5) Class A common stock 18,798 (5) D  
Option to Purchase Class A Common Stock   (6) 07/30/2028 Class A common stock 34,259 16.91 D  
Option to Purchase Class A Common Stock   (7) 03/04/2029 Class A common stock 42,000 19.89 D  
Option to Purchase Class A Common Stock   (8) 04/29/2030 Class A common stock 38,513 4.01 D  
Option to Purchase Class A Common Stock   (9) 04/21/2031 Class A common stock 51,300 19.91 D  
Option to Purchase Class A Common Stock   (10) 03/08/2032 Class A common stock 23,500 17.09 D  
Common Units   (11)   (11) Class A common stock 29,448 (11) 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. The original grant of 9,580 RSUs has vested or will vest in four equal installments on each of the first through fourth anniversaries of July 30, 2018, subject to the Reporting Person's continued employment with the Issuer through each applicable vesting date.
2. Each 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. The original grant of 4,570 RSUs has vested or will vest in four equal installments on each of the first through fourth anniversaries of March 4, 2019, subject to the Reporting Person's continued employment with the Issuer through each applicable vesting date.
3. Each 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. The original grant of 29,254 RSUs has vested or will vest in four equal 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.
4. Each 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. The original grant of 19,633 RSUs has vested or will vest in four equal installments on each of the first through fourth anniversaries of April 21, 2021, subject to the Reporting Person's continued employment with the Issuer through each applicable vesting date.
5. Each 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. The original grant of 18,798 RSUs vest in four equal 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.
6. 28,821 of the shares subject thereto are vested and exercisable and the remaining 5,438 shares subject thereto will vest in three remaining equal monthly installments on May 30, 2022, June 30, 2022, and July 30, 2022, subject to the Reporting Person's continued employment with the Issuer through each applicable vesting date.
7. The option vested and became exercisable with respect to 25% of the shares subject thereto on the first anniversary of March 4, 2019 and the remaining 75% of the option have vested or will vest in thirty-six equal monthly installments thereafter, subject to the Reporting Person's continued employment with the Issuer through each applicable vesting date.
8. 14,813 of the shares subject thereto are vested and exercisable and the remaining 23,700 shares subject thereto will vest in twenty-four equal monthly installments on the monthly anniversary of April 29, subject to the Reporting Person's continued employment with the Issuer through each applicable vesting date.
9. The option vested and became exercisable with respect to 25% of the shares subject thereto on the first anniversary of April 21, 2021 and the remaining 75% of the option have vested or will vest in thirty-six equal monthly installments thereafter, subject to the Reporting Person's continued employment with the Issuer through each applicable vesting date.
10. The option will vest and become exercisable with respect to 25% of the shares subject thereto on the first anniversary of March 8, 2022 and the remaining 75% of the option will vest in thirty-six equal monthly installments thereafter, subject to the Reporting Person's continued employment with the Issuer through each applicable vesting date.
11. Common Units of Funko Acquisition Holdings, L.L.C. ("Common Units") may be redeemed by the Reporting Person at any time for Class A common stock of the Issuer on a 1-to-1 basis.
Remarks:
Exhibit List:  Exhibit 24 - Power of Attorney
/s/ Tracy D. Daw as Attorney-in-Fact for Andrew David Oddie 05/23/2022
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
                                                                      Exhibit 24

                               POWER OF ATTORNEY


Know all by these presents, that the undersigned hereby constitutes and appoints
each of Tracy Daw and Jennifer Fall Jung or any of them signing singly, and with
full power of substitution, the undersigned's true and lawful attorney-in-fact
to:

     (1)   execute for and on behalf of the undersigned, in the undersigned's
capacity as an officer and/or director of Funko, Inc. (the "Company"), Forms 3,
4, and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934
and the rules thereunder;

     (2)   do and perform any and all acts for and on behalf of the undersigned
which may be necessary or desirable to complete and execute any such Form 3, 4,
or 5, complete and execute any amendment or amendments thereto, and timely file
such form with the SEC and any stock exchange or similar authority; and

     (3)   take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be of benefit to,
in the best interest of, or legally required by, the undersigned, it being
understood that the documents executed by such attorney-in-fact on behalf of the
undersigned pursuant to this Power of Attorney shall be in such form and shall
contain such terms and conditions as such attorney-in-fact may approve in such
attorney-in-fact's discretion.

The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this power of attorney and the rights and powers herein
granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the undersigned, are not assuming,
nor is the Company assuming, any of the undersigned's responsibilities to comply
with Section 16 of the Securities Exchange Act of 1934.

This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4, and 5 with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 25th day of April, 2022.


                /s/ Andrew David Oddie
                ----------------------
                Andrew David Oddie

 


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