0001062993-22-010153.txt : 20220412
0001062993-22-010153.hdr.sgml : 20220412
20220412213613
ACCESSION NUMBER: 0001062993-22-010153
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20220408
FILED AS OF DATE: 20220412
DATE AS OF CHANGE: 20220412
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: ACON Funko Investors Holdings 1, L.L.C.
CENTRAL INDEX KEY: 0001721200
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38274
FILM NUMBER: 22823515
BUSINESS ADDRESS:
STREET 1: 1133 CONNECTICUT AVE., NW, SUITE 700
CITY: WASHINGTON
STATE: DC
ZIP: 20036
BUSINESS PHONE: 202-454-1100
MAIL ADDRESS:
STREET 1: 1133 CONNECTICUT AVE., NW, SUITE 700
CITY: WASHINGTON
STATE: DC
ZIP: 20036
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: ACON Equity GenPar, L.L.C.
CENTRAL INDEX KEY: 0001721184
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38274
FILM NUMBER: 22823518
BUSINESS ADDRESS:
STREET 1: 1133 CONNECTICUT AVE., NW, SUITE700
CITY: WASHINGTON
STATE: DC
ZIP: 20036
BUSINESS PHONE: 2024541100
MAIL ADDRESS:
STREET 1: 1133 CONNECTICUT AVE., NW, SUITE700
CITY: WASHINGTON
STATE: DC
ZIP: 20036
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: ACON Funko Investors, L.L.C.
CENTRAL INDEX KEY: 0001721192
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38274
FILM NUMBER: 22823516
BUSINESS ADDRESS:
STREET 1: 1133 CONNECTICUT AVE., NW, SUITE 700
CITY: WASHINGTON
STATE: DC
ZIP: 20036
BUSINESS PHONE: 202-454-1100
MAIL ADDRESS:
STREET 1: 1133 CONNECTICUT AVE., NW, SUITE 700
CITY: WASHINGTON
STATE: DC
ZIP: 20036
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: ACON Funko Manager, L.L.C.
CENTRAL INDEX KEY: 0001721560
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38274
FILM NUMBER: 22823517
BUSINESS ADDRESS:
STREET 1: 1133 CONNECTICUT AVE., NW, SUITE 700
CITY: WASHINGTON
STATE: DC
ZIP: 20036
BUSINESS PHONE: 202-454-1100
MAIL ADDRESS:
STREET 1: 1133 CONNECTICUT AVE., NW, SUITE 700
CITY: WASHINGTON
STATE: DC
ZIP: 20036
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: ACON Funko Investors Holdings 3.5, L.L.C.
CENTRAL INDEX KEY: 0001721243
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38274
FILM NUMBER: 22823519
BUSINESS ADDRESS:
STREET 1: 1133 CONNECTICUT AVE., NW, SUITE 700
CITY: WASHINGTON
STATE: DC
ZIP: 20036
BUSINESS PHONE: 202-454-1100
MAIL ADDRESS:
STREET 1: 1133 CONNECTICUT AVE., NW, SUITE 700
CITY: WASHINGTON
STATE: DC
ZIP: 20036
FORMER NAME:
FORMER CONFORMED NAME: ACON Funko Investors Holdings 3, L.L.C
DATE OF NAME CHANGE: 20171030
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: ACON Funko Investors Holdings 2.5, L.L.C.
CENTRAL INDEX KEY: 0001721244
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38274
FILM NUMBER: 22823514
BUSINESS ADDRESS:
STREET 1: 1133 CONNECTICUT AVE., NW, SUITE 700
CITY: WASHINGTON
STATE: DC
ZIP: 20036
BUSINESS PHONE: 202-454-1100
MAIL ADDRESS:
STREET 1: 1133 CONNECTICUT AVE., NW, SUITE 700
CITY: WASHINGTON
STATE: DC
ZIP: 20036
FORMER NAME:
FORMER CONFORMED NAME: ACON Funko Investors Holdings 2, L.L.C.
DATE OF NAME CHANGE: 20171030
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Funko, Inc.
CENTRAL INDEX KEY: 0001704711
STANDARD INDUSTRIAL CLASSIFICATION: GAMES, TOYS & CHILDREN'S VEHICLES (NO DOLLS & BICYCLES) [3944]
IRS NUMBER: 000000000
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 2802 WETMORE AVE
CITY: EVERETT
STATE: WA
ZIP: 98201
BUSINESS PHONE: 425-783-3616
MAIL ADDRESS:
STREET 1: 2802 WETMORE AVE
CITY: EVERETT
STATE: WA
ZIP: 98201
4
1
form4.xml
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
X0306
4
2022-04-08
0001704711
Funko, Inc.
FNKO
0001721184
ACON Equity GenPar, L.L.C.
C/O ACON INVESTMENTS, L.L.C.
1133 CONNECTICUT AVE., NW, SUITE 700
WASHINGTON
DC
20036
1
0
1
0
0001721560
ACON Funko Manager, L.L.C.
C/O ACON INVESTMENTS, L.L.C.
1133 CONNECTICUT AVE., NW, SUITE 700
WASHINGTON
DC
20036
1
0
1
0
0001721192
ACON Funko Investors, L.L.C.
C/O ACON INVESTMENTS, L.L.C.
1133 CONNECTICUT AVE., NW, SUITE 700
WASHINGTON
DC
20036
1
0
1
0
0001721200
ACON Funko Investors Holdings 1, L.L.C.
C/O ACON INVESTMENTS, L.L.C.
1133 CONNECTICUT AVE., NW, SUITE 700
WASHINGTON
DC
20036
1
0
1
0
0001721244
ACON Funko Investors Holdings 2.5, L.L.C.
C/O ACON INVESTMENTS, L.L.C.
1133 CONNECTICUT AVE., NW, SUITE 700
WASHINGTON
DC
20036
1
0
1
0
0001721243
ACON Funko Investors Holdings 3.5, L.L.C.
C/O ACON INVESTMENTS, L.L.C.
1133 CONNECTICUT AVE., NW, SUITE 700
WASHINGTON
DC
20036
1
0
1
0
Class A Common Stock
2022-04-08
4
C
0
23468
A
23468
I
By ACON Funko Investors, L.L.C.
Class A Common Stock
2022-04-08
4
S
0
23468
18.12
D
0
I
By ACON Funko Investors, L.L.C.
Class A Common Stock
2022-04-08
4
S
0
11117
18.12
D
3478839
I
By ACON Funko Investors Holdings 1, L.L.C.
Class A Common Stock
2022-04-08
4
S
0
4687
18.12
D
1466841
I
By ACON Funko Investors Holdings 2.5, L.L.C.
Class A Common Stock
2022-04-08
4
S
0
13086
18.12
D
4095234
I
By ACON Funko Investors Holdings 3.5, L.L.C.
Class A Common Stock
2022-04-08
4
S
0
44
18.12
D
13884
I
By ACON Funko Manager, L.L.C.
Class B Common Stock
2022-04-08
4
D
0
23468
D
7343882
I
By ACON Funko Investors, L.L.C.
Class A Common Stock
2022-04-12
4
C
0
44472
A
44472
I
By ACON Funko Investors, L.L.C.
Class A Common Stock
2022-04-12
4
S
0
44472
18.01
D
0
I
By ACON Funko Investors, L.L.C.
Class A Common Stock
2022-04-12
4
S
0
21067
18.01
D
3457772
I
By ACON Funko Investors Holdings 1, L.L.C.
Class A Common Stock
2022-04-12
4
S
0
8883
18.01
D
1457958
I
By ACON Funko Investors Holdings 2.5, L.L.C.
Class A Common Stock
2022-04-12
4
S
0
24800
18.01
D
4070434
I
By ACON Funko Investors Holdings 3.5, L.L.C.
Class A Common Stock
2022-04-12
4
S
0
84
18.01
D
13800
I
By ACON Funko Manager, L.L.C.
Class B Common Stock
2022-04-12
4
D
0
44472
D
7299410
I
By ACON Funko Investors, L.L.C.
Class A Common Stock
5900
I
By ACON Funko Manager, L.L.C.
Common Units of Funko Acquisition Holdings, L.L.C.
2022-04-08
4
C
0
23468
D
Class A common stock
23468
7343882
I
By ACON Funko Investors, L.L.C.
Common Units of Funko Acquisition Holdings, L.L.C.
2022-04-12
4
C
0
44472
D
Class A common stock
44472
7299410
I
By ACON Funko Investors, L.L.C.
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.
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.
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 committee, 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 Securities Exchange Act of 1934, as amended (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 of the reported shares for purposes of Section 16 of the Exchange Act or any other purpose.
The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted on December 10, 2021.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $18.11 to $18.28, 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 footnotes (5) and (8) to this Form 4.
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.
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.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $18.00 to $18.07, inclusive.
Gino Dellomo, a former director of the Issuer, has an agreement with the Reporting Person pursuant to which he holds the reported securities for the benefit of the Reporting Person. Accordingly, Mr. Dellomo 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 Exchange Act, or any other purpose. The grant and exercise of such securities are exempt from Schedule 16(b) pursuant to Rule 16b-3(d) and Rule 16b-6(b), respectively, under the Exchange Act.
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.
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
2022-04-12