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Form 4 Funko, Inc. For: May 18 Filed by: ACON Funko Investors Holdings 1, L.L.C.

May 20, 2022 8:28 PM EDT
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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OMB Number: 3235-0287
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hours per response: 0.5
  
 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 *
ACON Equity GenPar, L.L.C.
(Last) (First) (Middle)
C/O ACON INVESTMENTS, L.L.C.
1133 CONNECTICUT AVE., NW, SUITE 700
(Street)
WASHINGTON DC 20036
(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)
Director 10% Owner
Officer (give title below) X Other (specify below)
Former Director and 10% Owner
3. Date of Earliest Transaction (Month/Day/Year)
05/18/2022
4. 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 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)
Code V Amount (A) or (D) Price
Class A Common Stock 05/18/2022   M   11,800 (1) A $ 5.80 11,800 (2) I See footnote (2)
Class A Common Stock 05/19/2022   C   5,289,174 (3) A (3) 5,289,174 I By ACON Funko Investors, L.L.C. (4) (5)
Class A Common Stock 05/19/2022   S (6)   5,289,174 D $ 21 0 I By ACON Funko Investors, L.L.C (4) (5)
Class A Common Stock 05/19/2022   S (6)   2,763,898 D $ 21 690,974 I By ACON Funko Investors Holdings 1, L.L.C. (4) (5)
Class A Common Stock 05/19/2022   S (6)   1,165,388 D $ 21 291,347 I By ACON Funko Investors Holdings 2.5, L.L.C. (4) (5)
Class A Common Stock 05/19/2022   S (6)   3,253,617 D $ 21 813,404 I By ACON Funko Investors Holdings 3.5, L.L.C. (4) (5)
Class A Common Stock 05/19/2022   S (6)   15,750 D $ 21 3,938 I By ACON Funko Manager, L.L.C. (4) (5)
Class B Common Stock (7) 05/19/2022   D   5,289,174 D (8) 1,322,293 (9) I By ACON Funko Investors, L.L.C. (4) (5)
Class A Common Stock 05/19/2022   S (6)   9,440 D $ 21 2,360 I See footnote (2)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy) $ 5.80 05/18/2022   M     11,800 (1)   (1) 08/17/2022 (10) Class A common stock 11,800 (1) $ 0 0 (2) I See footnote (2)
Common Units of Funko Acquisition Holdings, L.L.C. (11) 05/19/2022   C     5,289,174   (11)   (11) Class A common stock 5,289,174 (11) 1,322,293 (9) I By ACON Funk Investors, L.L.C. (4) (5)
Explanation of Responses:
1. Represents stock options to purchase 11,800 shares of the Issuer's Class A common stock held by Kenneth Brotman and Adam Kriger, who, at the time of vesting, served on the Issuer's board of directors as the Reporting Persons' representative. The stock options vested in full on May 27, 2021.
2. Each of Messrs. Brotman and Kriger has an agreement with ACON Funko Manager, L.L.C. pursuant to which he holds the reported securities for the benefit of the Reporting Persons. Accordingly, each of Messrs. Brotman and Kriger disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, if any, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or any other purpose. The grant and exercise of such securities are exempt from Section 16(b) pursuant to Rule 16b-3(d) and Rule 16b-6(b), respectively, under the Exchange Act.
3. Represents the redemption by the Issuer of common units of Funko Acquisition Holdings, L.L.C. in exchange for newly-issued shares of Class A common stock on a one-for-one basis.
4. ACON Funko Manager, L.L.C. is (x) the sole manager of, and exercises voting and investment power over shares held by, ACON Funko Investors, L.L.C. and (y) the sole managing member of, and exercises voting and investment power over shares held by, ACON Funko Investors Holdings 1, L.L.C. ACON Equity GenPar, L.L.C. is the sole managing member of, and exercises voting and investment power over shares held by, each of ACON Funko Investors Holdings 2.5, L.L.C. and ACON Funko Investors Holdings 3.5, L.L.C.
5. Voting and investment decisions at ACON Funko Manager, L.L.C. are made by a board of managers, the members of which are Bernard Aronson, Kenneth Brotman, Jonathan Ginns, Daniel Jinich, Andre Bhatia and Aron Schwartz. Voting and investment decisions at ACON Equity GenPar, L.L.C. are made by an investment committe, the members of which are Bernard Aronson, Kenneth Brotman, Jonathan Ginns, Daniel Jinich, Andre Bhatia and Aron Schwartz. Pursuant to Rule 16a-1(a)(4) under the Exchange Act, each Reporting Person disclaims beneficial ownership of these securities except to the extent of its respective pecuniary interest therein, if any, and the inclusion of these shares in their report shall not be deemed an admission of beneficial ownership of all the reported shares for purposes of Section 16 of the Exchange Act or any other purpose.
6. On May 19, 2022, pursuant to a Stock Purchase Agreement dated May 3, 2022 by and among the Reporting Persons, Mr. Brotman and Mr. Kriger (collectively, the "ACON Parties") and TCG 3.0 Fuji, LP, an affiliate of The Cherin Group ("TCG"), the ACON Parties sold 12,520,559 shares of Class A common stock (including 23,292 shares of Class A common stock issued upon the redemption of 23,292 common units of Funko Acquisition Holdings, L.L.C. and the cancellation of 14,557 shares of Class B common stock owned by Mr. Kriger) to TCG.
7. 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 of Funko Acquisition Holdings, L.L.C.
8. Reflects the cancellation for no consideration of a number of shares of Class B common stock equal to the number of common units of Funko Acquisition Holdings, L.L.C. redeemed by the Issuer pursuant to their terms in connection with the redemption.
9. On May 3, 2022, the common units of Funko Acquisition Holdings, L.L.C. were recapitalized through a reverse unit split, which resulted in the cancellation of approximately 0.9 million outstanding shares of the Issuer's Class B common stock in accordance with the Issuer's amended and restated certificate of incorporation (the "Recapitalization"). As a result of the Recapitalization, the common units and shares of Class B common stock beneficially owned by ACON Funko Manager, L.L.C. were each reduced by 681,823 and the common units and shares of Class B common stock beneficially owned by Mr. Kriger were reduced by 3,002 and 1,501, respectively.
10. Pursuant to the award agreement, the stock option will expire on May 27, 2030 unless earlier forfeited. Messrs. Brotman and Kriger resigned from the Issuer's board of directors effective May 19, 2022. As a result, the stock option was subject to forfeiture if not exercised by August 17, 2022.
11. At the request of the holder, the common units may be redeemed for, at the Issuer's election, newly-issued shares of Class A common stock on a one-for-one basis or a cash payment equal to a volume weighted average market price of one share of Class A common stock for each common unit redeemed.
Remarks:
The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act.
/s/ Teresa Bernstein (Attorney-in-fact) 05/20/2022
** 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.

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