0001123292-17-001675.txt : 20171102 0001123292-17-001675.hdr.sgml : 20171102 20171102211817 ACCESSION NUMBER: 0001123292-17-001675 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20171102 FILED AS OF DATE: 20171102 DATE AS OF CHANGE: 20171102 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Kriger Adam M. CENTRAL INDEX KEY: 0001719491 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38274 FILM NUMBER: 171174379 MAIL ADDRESS: STREET 1: C/O FUNKO, INC. STREET 2: 2802 WETMORE AVENUE CITY: EVERETT STATE: WA ZIP: 98201 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 3 1 edgar.xml PRIMARY DOCUMENT X0206 3 2017-11-02 0 0001704711 Funko, Inc. FNKO 0001719491 Kriger Adam M. C/O ACON INVESTMENTS, L.L.C. 1133 CONNECTICUT AVE., NW, SUITE 700 WASHINGTON DC 20036 1 0 0 0 Class A common stock 4971870 I By ACON Funko Investors Holdings 1, L.L.C. Class A common stock 2096368 I By ACON Funko Investors Holdings 2, L.L.C. Class A common stock 5852801 I By ACON Funko Investors Holdings 3, L.L.C. Class B common stock 16058 D Class B common stock 10495687 I By ACON Funko Investors, L.L.C. Common units of Funko Acquisition Holdings, L.L.C. Class A common stock 32117 D Common units of Funko Acquisition Holdings, L.L.C. Class A common stock 10495687 I By ACON Funko Investors, L.L.C. 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, L.L.C. and ACON Funko Investors Holdings 3, 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. [footnote cont'd] [continuation] The Reporting Person is employed by an affiliate of ACON Funko Manager, L.L.C. and ACON Equity GenPar, L.L.C., and may be deemed to beneficially own securities owned by them. Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the Reporting Person 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 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. The common units were granted to the Reporting Person on December 29, 2016 in connection with his service as a director of Funko Acquisition Holdings, L.L.C., subject to vesting. Of the total number of common units reported, 16,058 common units are vested and 16,059 common units will vest in four equal installments on December 31, 2017, March 31, 2018, June 30, 2018 and September 30, 2018 subject to the Reporting Person's continued service to the Issuer. Notwithstanding the foregoing, the common units accelerate and vest in full in the event (1) that the ACON holders receive a multiple on invested capital (calculated on a cash-in, cash-out basis) over the term of their investment in Funko Acquisition Holdings, L.L.C. equal to or in excess of two times or [footnote con't] [continuation] (2) a "change in control" occurs (as such term is defined in the applicable common unit grant agreement). The common units have no expiration date. At the request of the holder, the vested 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. Exhibit 24 - Power of Attorney /s/ Teresa Bernstein (Attorney-in-fact) 2017-11-02 EX-24 2 krigerpoa.htm

POWER OF ATTORNEY

Know all by these presents, that the undersigned hereby constitutes and appoints Teresa Y. Bernstein as my agent and attorney-in-fact for the purpose of executing in my name and on my behalf, (a) in my personal capacity or (b) in my capacity with ACON Equity Management, L.L.C., Funko, Inc. and each of their respective affiliates or entities for which I serve as an officer or director, all documents, certificates, instruments, statements, filings and agreements ("documents") to be filed with or delivered to any foreign or domestic governmental or regulatory body or required or requested by any other person or entity relating to the acquisition, ownership, management or disposition of securities, futures contracts, or other investments, and any other documents relating or ancillary thereto, including, but not limited to, all documents relating to filings with the Commodities Futures Trading Commission, the National Futures Association and the United States Securities and Exchange Commission (the "SEC") pursuant to the Commodities Exchange Act and the Securities Act of 1933 or the Securities Exchange Act of 1934 (the "Act") and the rules and regulations promulgated thereunder, including all documents relating to the beneficial ownership of securities required to be filed with the SEC pursuant to Section 13(d) or Section 16(a) of the Act and information statements on Form 13F required to be filed with the SEC pursuant to Section 13(f) of the Act.

All past acts of the attorney-in-fact in furtherance of the foregoing are hereby ratified and confirmed.

This power of attorney shall be valid from the date hereof until revoked by me.

IN WITNESS WHEREOF, I have executed this instrument as of the 1^st day of November, 2017.

/s/ Adam Kriger

Adam Kriger